


Do you still breathe beneath the depths?

by bearfeathers



Category: The Avengers (2012), Ultimate Spider-Man (Cartoon)
Genre: Body Horror, Coda, Conflict of Interests, Dubious Science, Established Relationship, F/M, Gen, Gore, M/M, Mind Games, Mindfuck, Non-Consensual Body Modification, Secret Identities, Secrets, Threats, Torture, Venom Bomb, Weird Biology
Language: English
Status: In-Progress
Published: 2013-07-16
Updated: 2013-11-15
Packaged: 2017-12-20 09:03:26
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 7
Words: 24,284
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/885458
Author URL: https://archiveofourown.org/users/bearfeathers/pseuds/bearfeathers
Summary: <blockquote class="userstuff">
              <p>The Goblin cuts his losses before Peter and Doc Ock can deploy their Venom Antidote. He just decides he'll take a little souvenir with him.</p>
            </blockquote>





	1. Good Dog

**Author's Note:**

> So, after the latest episode of "Ultimate Spider-Man" I got the writing bug. This fic's going to be a weird mix of Ultimate Spider-Man and MCU... basically I just kind of pick and choose what I want from each. So fair warning for that. Might get a bit dark, too? I'm not too good when it comes to writing really dark stuff, though. But worth mentioning just in case, I suppose.

The Goblin snarls through the steam, watching his prey escape. He’s not so foolish as to follow the young hero back to the lab; he knows that Octavius has temporarily allied himself with Spider-Man to create a Venom Antidote. They hadn’t exactly been quiet about it. He could press on in the hopes that they had yet to achieve their goal, but knowing Octavius, the antidote is all but in-hand.

Being unable to take the Tri-Carrier down is disappointing… but at the very least he can escape with having dealt S.H.I.E.L.D. a serious blow yet again.

He prowls through the corridor seeking an escape pod when he comes upon a very interesting sight. With the pods at one end of the corridor, he stops to inspect one of the infected agents on the ground. Although he lies curled into the fetal position on the floor, there appears to be some fight in him; he’s resisting the symbiote’s hold on him, enough so that his face is revealed.

The Goblin’s face breaks in a large, toothy grin.

Ah, Fury’s right-hand man. Perhaps today will not be quite as great a loss as he had imagined.

* * *

“We have to go after him!” Peter protests, ripping his mask off.

“I agree. And just as soon as we’re able to track him and we’ve distributed your antidote throughout the Tri-Carrier, we’ll do so,” Fury sighs.

Apparently having your body hijacked by some freaky sentient goo can really take it out of you. Peter’s not heartless by any means—especially considering he knows all too well what it’s like under Venom’s influence—but their window of opportunity is closing. He’d promised Harry he’d do everything he could to bring his father back to him and now their best chance at doing so has just blown up in their faces.

“Well, how soon can we get our systems back online?” Peter wants to know.

“We’re working on it, kid,” Fury grouses, fiddling with his watch. “Coulson. Coulson, I need you on the bridge.”

Fury frowns when his continued attempts to reach his agent turn up fruitless. Peter sports a frown to match; if Coulson isn’t answering, something’s definitely off. Maybe they haven’t reached him with the antidote yet?

“Do me a favor and see if you can track him down,” Fury says. “I’d do it myself but I don’t have time to play Hide-and-Fucking-Seek.”

Peter doesn’t argue, just sets about his task quickly, hoping to speed things along. But Coulson isn’t in the medical bay. He isn’t in any of the labs, or the training room or in any of the halls. With a growing sense of trepidation, Peter returns to where he’d tossed the infected agent down the… what… laundry chute? Is it a laundry chute? He has no idea, he just knows he dumped Coulson down it. The man is still nowhere to be found.

He follows the path of the chute and is surprised to find himself near the escape pod bay. After seeing that Coulson isn’t there either, he’s just about to walk away when something occurs to him. He stares at the vacant spot where an escape pod used to be docked.

But surely the Goblin wouldn’t…?

* * *

“The Goblin kidnapped Coulson?” Ava says, her tone implying it to be more of a perplexed statement than any real question.

“Why him, though? If the entire Tri-Carrier had been infected, wouldn’t it make more sense to take Fury?” Luke wants to know.

“You’d think,” Peter sighs as they watch the footage again.

It’s a bit eerie without the audio. The security feed managed to capture Coulson as he’d tumbled from the chute and landed on the ground. The infected agent hadn’t moved after he’d hit the ground; Peter figures it must have knocked some sense through to him. It’s plain to see from the footage that Coulson had resisted the symbiote with at least some success. However, the process required the entirety of his concentration, leaving him essentially paralyzed.

Peter watches for what feels like the hundredth time as, slowly, the black goo peels back from the agent’s face. He’ll never know how far Coulson may have gotten on his own, because shortly after, a bulky shadow fills the shot until the Goblin stands towering over the agent. None of them make a peep as they watch the Goblin shock Coulson into submission and toss his limp body into the escape pod before clambering in, closing the door behind him and ejecting.

“Perhaps he plans to use Agent Coulson as a bartering chip,” Danny supplies.

“For _what_?” Sam asks.

“Well, he was trying to upgrade his glider tech when we captured him,” Ava reminds them. “If he didn’t escape with it, maybe he’s going to try to trade Coulson for it.”

“Until we’re able to track him, we won’t know for sure,” Luke sighs, leaning back in his seat. “The best we can do is make sure we’re ready for it. When did Fury say we’d be up and running again?”

“That’s precisely what I’d like to know.”

The kids all turn in their seats at the sound of the voice. Standing at the room’s entrance are Captain America and Hawkeye… and they don’t look happy. Peter’s not sure how, but he has a feeling this whole thing is about to get a lot more complicated.

* * *

Regaining consciousness is a laborious process, like kicking his way to the surface of a lake full of molasses. One of the first things he’s aware of is the fact that his arms are bound above his head. His ankles are bound as well, to whatever he’s lying on, it seems. Blinking to clear his vision doesn’t help much; the harsh light pouring over him doesn’t allow him to glean anything from the darkness surrounding him. When he shifts to test his bonds, pain lights up his left side.

Craning his neck for a better look allows him a view of the slash marks in his tactical uniform, just below his ribs, stained liberally with red. The area surrounding looks wet, suggesting that the wounds are still bleeding.

He’d been injured when the Venom sample had erupted from its container, he recalls. One of the other agents, after being enveloped by the symbiote, had attacked. He’d done his best to clear the area, but had sustained that wound in the process—as well as picked up some of the symbiote. Knowing he had to isolate himself, he’d staggered into an empty computer lab and sealed the entrance behind him. He’d been on his way to do the same to the opposite entrance when Parker had showed up. Trying to warn the young hero and keep the symbiote at bay hadn’t gone well.

Phil knows he’d attacked the teen as well as Nick, when he’d arrived. He’ll have to apologize for that later. The whole ordeal is sort of… hazy. He recalls it, but it’s unclear, like he’s looking at it through a filter. He wasn’t in control, but he was vaguely aware of what had been going on. Fighting back had been difficult, and he’d only managed to gain any sort of foothold once he was alone, without anything for the symbiote to set its sights on as prey.

But then the Goblin had appeared and—

“Awake, are we, Agent?”

Phil squints past the light, trying to make out the details of the hulking shape moving towards him. The creature formerly known as Norman Osborn steps into the light, wheeling a tray next to the metal slab that the agent finds himself bound to. There is a collection of various medical instruments arranged neatly upon the tray, including a syringe filled with some insidious black liquid that Phil is fairly certain he can guess the identity of. Well… it’s not the _worst_ situation he’s been in, but things aren’t looking up for him either.

“It would appear so,” he replies mildly.

“Very good. I was hoping we might have a conversation before we get down to business,” the Goblin informs him.

“I would prefer not to,” Phil answers.

Perhaps that had not been the wisest response, he decides, as the creature snarls and presses a gauntlet to his side, over his wound. It’s only a warning shock, but against the still-bleeding lacerations it’s excruciating. His back bows and he arches off the table, held fast by his restraints as his muscles contract. Though it’s over in a few mere moments, he finds it feels as though it had lasted much longer by the time he settles back against the table.

“Such a pity your preferences matter naught here,” the Goblin says. “We’re going to be discussing your role in all this. Do you know why you’ve been brought here, Agent?”

Phil watches as the Goblin removes something from a shelf out of his line of sight. His initial thoughts had been leaning towards a bartering chip—which would have been a horrendous idea, since Nick wouldn’t dream of making a deal with the Goblin and Phil wouldn’t expect him to—but after seeing the contents of the tray beside him, he’d reassessed the situation.

“You need a pawn,” Phil declares.

“Precisely. And wouldn’t you know…”

The Goblin returns, looming over him. Phil knows better than to struggle as something is fitted around his neck. It’s tight, but not tight enough to constrict air or blood flow.

“…you fit the bill quite nicely.”

It’s a collar. The creature had collared him. Deep down, some part of him is mortified, enraged at what’s happening to him. But he buries those feelings, knowing they’ll do him no good.

“I could have had my pick of any of your fellow agents, but as Fury’s right hand, you’ve got something a little more special to offer, don’t you?” the Goblin asks, tapping on the metallic band around Phil’s neck. “I’d thought it time I got myself a pet, and why have any old mongrel when I can have you? Such a good little dog. So obedient, always following at your master’s heels, aren’t you?”

Phil resists the urge to snort. He respects Nick as his superior, but he’s not afraid of telling the man where he can shove his orders when he thinks it’s warranted. The fact that the Goblin thinks he’s the opposite could work to his advantage.

“I saw how you resisted the symbiote,” the Goblin goes on to tell him. “Impressive, really, your willpower. You should think it flattering, then, that I’ve modified this sample just for you.”

Phil’s hands clench into fists as he sees the creature lift the syringe off the tray.

“In order to proceed with my plans, I had to be sure that this sample would be immune to the effects of Spider-Man’s antidote,” the Goblin explains. “You see, I know you’re more than Fury’s dog. You’re like the family pet; no one’s going to want to do anything to cause you harm. In other words, Agent…”

Phil tenses as the syringe is jabbed in his thigh.

“You’re my dog now,” the Goblin hisses.

Phil waits, knowing that the pain is going to come. Because if he’s going to resist, it’s going to be painful. He’s not prepared.

The first warning comes when it feels as though he’s slowly being dragged downward, like he’s falling into himself. He rails against the feeling, pushing himself back to awareness, and that’s when the pain sets in. If there’s a part of him that _isn’t_ in pain, he’s not aware of it. He writhes against his bonds, unwilling to simply give in and let this… _thing_ have him.

“I can see I’ve picked a winner,” the Goblin says beside him. “So much fight in you! But you know, it would be much easier for you to give in. There’s no need to struggle; the battle’s already been lost. All you’re doing now is causing yourself needless pain. Give in and it will all go away.”

The soothing timbre of the creature’s voice makes him sick, but not as sick as the knowledge that the symbiote is taking over his body. He can feel it inside him, cold and ruthless and _violating_ , and through all of it there is the insane thought of wondering if this is how Peter Parker felt. Because right now that vile substance is taking him over from the inside out and he regrets thinking that he’s been through worse.

A scream tears its way out his mouth as he feels the symbiote at his wound. He dares to look and feels his stomach turn as, instead of blood, black goo is pushing its way out of the lacerations. It’s harder, now, to stop the room from spinning and keep his vision from greying at the edges, but still he finds just enough in him to keep struggling. His gasps for air sound more like sobs as the thing pulls itself out of the jagged incisions below his ribs and begins blanketing his body.

“There now, see? We’re almost done,” the Goblin coos. “Just give up and let it in and you’ll be out of pain.”

But Phil doesn’t _want_ to let it in. If he’s going down, he’s going down fighting. And from the looks of things… he’s going down. He shudders, forcing down another scream as the symbiote pushes further out from his wound, the black goo forming tendrils which wind around various parts of his anatomy. It’s strange how it seems almost _curious_ about its new host, its touch slow and sickeningly intimate. He’s covered up to his neck before he realizes.

He knows it’s over, but some part of him just isn’t willing to give up. Even as his thrashing winds down to weak pulls at his restraints, his screams dissolving into pitiful, voiceless moans… he still resists. The grey creeps steadily inward and he swears he can just about feel the thing touching his mind, pushing him towards unconsciousness. His senses dull; sounds grow muffled, sights grow blurry and his body grows numb. Sleep, sleep, it seems to say to him.

He doesn’t want to.

But his wants no longer matter.

So sleep he does.


	2. Courtesy Call

**Summary for the Chapter:**

> When Fury calls in some extra help, Peter's not sure the situation is as cut and dry as it appears to be.

“Fury called you in?” Peter asks, more than a little incredulous.

“Something like that,” Clint says with an offhanded shrug, circling the conference table until he’s in view of the monitor they’d been watching the security footage on.

“And here I thought he was starting to trust us to take care of the little problems,” Sam grouses.

“This is no ‘little problem,’” Steve corrects him, the authoritative edge in his tone hushing the teens collectively. Seeing that he’s coming on a little strong, he decides to ease up. After all, the kids don’t know any better. “It’s not a criticism of your skills, it’s just that this is what you might call a special circumstance.”

The teens share a look. Special circumstance? Peter has to wonder just why that is. Sure, it’s Coulson that’s been kidnapped, but… it’s _Coulson_. Is this really an Avengers-level priority? Not even one Avenger, but two? Or is Fury just _that_ freaked out about it that he had to call in the extra muscle? Whatever the reason, he intends to get to the bottom of it. Thankfully, Fury decides to make his timely entrance at just that moment.

“Glad to see you got my little communique,” Fury says as he strides into the room.

“Any luck on rebooting your systems?” Steve asks, cutting straight to the chase.

“Online and tracking the Goblin’s whereabouts as we speak,” Fury answers. “Once we’ve determined his location, you’ll be able to move in along with our team to attempt an extraction.”

Clint casts a wary eye over the teens. “You sure about that?”

“You’re not still mad about that time we were stuck together, are you?” Peter asks. When Clint stares him down, he sighs in aggravation. “But we high fived!”

“Yeah, and you got us stuck together again when we did!” Clint points out.

“They’re a talented group,” Steve interrupts, his gaze fixated on the security footage. “We have to be as careful with this operation as possible and the help can’t hurt.”

“Many hands make light work,” Danny supplies.

“Precisely,” Steve answers.

Peter studies the captain as he watches the footage. With his cowl pushed back, his expression is easily readable. The super soldier is angry, that much is obvious, but just what’s brought that on is still a mystery. When the footage reaches the junction where Coulson is shocked unconscious, Peter finds himself shooting Luke a curious look; Steve’s eyes narrow and his nostrils flare and his strong jaw clenches and Peter can only hope he never has Captain America giving him the look that he’s giving the Goblin on-screen.

“Not that it isn’t totally awesome to have Captain America and Hawkeye helping us out—because it totally is—but can I ask _why_?” Sam asks.

“ _Sam_ ,” Ava hisses, jabbing him with her elbow.

“Ow, hey! I’m just asking what you’re all wondering,” Sam protests.

Peter knows something’s definitely being kept from him when Fury, Steve and Clint all share “the look.” It’s the look that means there’s something they don’t know and the adults are wondering just how much they’re willing to part with. Peter doesn’t like it one bit. And from the looks he’s picking up around the table, neither do his teammates. After a few moments of silence, Clint offers them a casual, one-shoulder shrug.

“Coulson’s my handler,” he says. “It’s personal.”

“Your handler? Since when do Avengers have handlers?” Peter asks.

“Since I was a S.H.I.E.L.D. agent before I was an Avenger,” Clint clarifies, looking amused by their reactions.

“Wait, wait, _Hawkeye_ is a S.H.I.E.L.D. agent?” Luke asks, clearly as thrown as the rest of them.

“Mostly an auxiliary agent these days, but yeah,” Clint answers. “Coulson was the one who recruited me and he’s been my handler since day one. So this Goblin here’s got an arrow with his name on it.”

“Since when has Coulson handled big fish like Hawkeye?” Peter whispers to Luke.

“No idea,” the other teen whispers back. “But speaking of fish… something stinks.”

“Yeah, you’re not kidding,” Peter snorts. “What the hell aren’t they telling us?”

“Something you boys would like to share with the rest of the class?”

The two look up suddenly, into the stern gaze of Nick Fury. The Director is clearly displeased with their whispering, but then, they’re pretty displeased with whatever secrets he’s keeping. But, Peter supposes, when you’re the spy of spies, you’ve probably got more secrets than you can keep track of. All the same, he doesn’t like the vibe he’s getting from the three adults.

“Nope,” Peter answers. “Not unless the rest of the class has something it would like to share with us.”

“I don’t think I like your tone,” Fury says, the words more growled out than anything.

“Director Fury! Sir, we’ve got a hit!”

An agent comes marching into the room, holding a printout above his head for them to see. And suddenly it doesn’t matter what they do or don’t know, because they’ve got more important things to worry about.

* * *

“Unsurprisingly, our friend has flown the coop,” Clint says as they inspect the abandoned escape pod.

“Heh. Bird jokes— _augh_!” Sam says, his words transforming into a yelp as Ava elbows him again. “Tiger, _quit_ it!”

“I’ll quit it when you quit acting like such a moron,” Ava grinds out.

“I’ve gotta give him that one, though. I mean, Hawkeye making bird jokes, come on,” Peter says.

“Guys,” Steve says, calling for their attention. “If we could focus here?”

The teens mumble and shuffle their feet, not liking having to be called out by Captain America, but readily agree to his suggestion to scan the area. Steve watches as they scatter to do so before turning his attention back to the pod as Clint slides into the space beside him. He knows what his fellow Avenger is going to say, but he stands by his decision. It’s just that, well… the kids don’t know any better. They don’t know _why_ this is so important. And that’s no fault of theirs.

“Still think bringing them along was a good idea, Cap?” Clint asks.

“I’ve worked with them before. They’ve got what it takes,” Steve answers. “They just need a little… push.”

Clint snorts. “Group of superheroes needs a little push to get their shit together? Seems a little too familiar for my tastes.”

“I know what you mean,” Steve sighs. “I think it may be time that we dropped the act.”

“You want to blow Phil’s cover?” Clint asks, arching an eyebrow.

“Don’t you think it’s been long enough?” Steve responds. He crouches, examining the control panel on the pod. “We all agreed this was the best option, but with the length of time that’s passed, I think our objective has been reached. They’re a well put together team and they’re relying less on Phil’s direction these days, by his own admission. I think at this point, allowing them to continue to believe he’s your run-of-the-mill agent could get us all in hot water on this one.”

“You’re thinking the Goblin’s going to use him,” Clint deduces.

“I think it’s highly likely,” Steve answers, “given what that symbiote did to the Tri-Carrier.”

Clint grunts at that, but doesn’t say anything more. The archer glances over his shoulder to keep an eye on the teens and Steve takes a moment to study the other man. It’s an uncomfortable subject for Clint, he knows, even after all this time. Really, there’s no amount of time that could pass where it becomes okay that someone brainwashed you and used you against your allies. Clint had been Loki’s pawn then… and Steve’s fear is that Phil just may be the Goblin’s pawn now.

“Then we’ll just have to take him back,” Clint says.

“You read my mind,” Steve answers.

He just hopes that they can manage to do that sooner rather than later.

* * *

“Just so we’re clear,” Peter says, as they search the area, “we all know that they’re keeping something from us, right?”

“It’s S.H.I.E.L.D., of course they’re keeping something from us,” Ava answers, seeming unconcerned.

“And that doesn’t bother you. At all. Not even a little bit,” Peter prods.

“What bothers me is that the Goblin has Coulson and we haven’t found him yet,” Ava says, sounding as though her patience is wearing thin. “And that it _doesn’t_ seem to be your top priority right now.”

Peter deflates at that, just a bit. After reviewing some of the things he’s said in the past couple of hours… yeah, it does seem that way, doesn’t it? But it’s not like he doesn’t care. Sure, it’s Coulson and they’re not exactly best buds or anything, but he’s still one of theirs.

“Look, I think we’re all concerned about what the Goblin wants with Agent Coulson,” Luke cuts in smoothly. “But Spider-Man’s right; they’re keeping something from us and, I don’t know about you guys, but I don’t feel like going in blind.”

“Exactly,” Peter agrees. “It’s not that I don’t care, I’m just… look, this is really bugging me, okay? Something’s off.”

“ _Bugging_ him,” Sam repeats.

“I will smack you into next week, I swear to God,” Ava threatens.

“I think we all need to take a deep breath and calm down,” Danny says. “For now, let’s continue our search, and when the timing is more appropriate, we can approach Director Fury with our concerns in a rational, adult manner.”

“I tried that,” Peter points out.

“That is… not exactly what I would call a rational, adult manner,” Danny admits.

“Okay,” Peter says with a sigh. “We’ll try again later.”

They’re not finding any clues, which is something of a double-edged sword, in Peter’s opinion. On one hand, no clues means they’re not any closer to tracking down the Goblin. On the other hand, no clues also means no path of destruction to follow, which means no loss of life and no crippling damage to the surrounding area.

He finds his thoughts wandering to the exact place he wishes they wouldn’t. There’s another reason he’s been so insistent on the issue of kept secrets; it’s to distract him. If he’s distracted, he doesn’t have to think about what the Goblin might be doing to Coulson. He doesn’t have to wonder if it’s like what was done to him. He doesn’t have to wonder if the agent is in pain or waiting for them to come for him or… afraid? Peter’s never seen him afraid. But he must be, from time to time. Everyone’s afraid sometimes.

“Hey.”

He looks up at the soft words and the gentle nudge. You wouldn’t expect it from a guy like Luke, but then most people would be surprised to find that the strongest member of their team is also the gentlest.

“You okay?” Luke asks, concern leaking into his words.

“Yeah, I’m good. Just thinking,” Peter assures him.

“About the…?”

“Yeah. Yeah, you know, just… It’s fine, though,” Peter says.

“You’re sure?” Luke presses, his fingers brushing the back of the smaller boy’s hand.

“I’m _fine_ ,” Peter says, rolling his eyes.

Luke looks as though he’s prepared to push the matter further when Peter’s wrist communicator goes off. Peter lifts his wrist, answering the incoming communication with the push of a button. Captain America’s face fills the screen.

_“Double-time it back to the Quinjet. We’ve got a hit.”_

“We’re on our way,” Peter responds.

He and Luke share a look before Peter calls over his shoulder.

“Guys! We’ve got a hit! Back to the Quinjet!”

* * *

The Goblin finishes the upgrade to his glider, the task he’d been attempting before his capture. This round had gone much smoother. S.H.I.E.L.D. had beefed up their security, obviously expecting his return to the area. Not that it had done them much good in the end. He takes in the scene before him with an air of satisfaction.

There’s not a man left standing—or alive, for that matter. Bodies strewn across the floor, armor ripped to shreds, blood pooling on the ground; and he hadn’t even lifted a finger.

“We’ll have to label our trial run a success,” he declares.

His new pet twitches, fidgets, scratches at the ground. Doesn’t do well with inactivity, he notes. The symbiote controlled agent paces restlessly, stopping now and again to clutch at its head and emit high pitched noises of distress.

“Still fighting, are we, Agent?” the Goblin notes.

Pressing a button on his gauntlet triggers the collar he’d placed on the man before giving him the injection. A shock is delivered from the collar until the symbiote regains complete control over its host and crouches back against a wall, clicking in agitation, but obedient. The Goblin is pleased to see the collar is as effective as he’d envisioned it to be.

The symbiote cocks its head, appearing to be listening intently. The sound of engines. When the Goblin looks out the window, he can see a Quinjet touching down and grins to himself. Perfect timing. He pushes a series of buttons on his gauntlet until the collar emits a shock far stronger than the last.

The symbiote’s shrieks of pain gradually give way to the agent’s screams until even those cease and the man is lying prostrate on the ground, unmoving. The symbiote retreats within its host, pushing back through the wound on his side. His body twitches and jerks throughout the process accompanied by the occasional faint moan of pain; he's no longer conscious enough for screams, otherwise the Goblin is entirely sure that's just what he'd be doing. When the process is complete, the agent doesn't move, apparently having lost consciousness. Which is just how the Goblin wants it to appear.

“And now the stage is set for test number two,” he says to himself with a wicked grin.

He tucks himself away, deciding he’ll watch for a time before getting involved. As the door flies open, he has a feeling he’s in for quite a show.


	3. Panic

**Summary for the Chapter:**

> The plan of "Bust in, take Phil back and save the day" doesn't go as smoothly as they'd hoped it would.

Steve takes in two things immediately: 1) the level of carnage surrounding them, and 2) Phil lying face down on the floor in the middle of it. It takes a herculean effort not to rush forward to the agent’s aid; as much as he would like to, he has others with him and the chance that it’s a trap could put them in jeopardy.

“Agent Coul—!”

Steve throws an arm out, keeping any of them from moving forward and cutting off Peter’s concerned cry.

“Think it’s a trap?” Sam asks.

“Best not to leave it to chance,” Clint answers.

“Hawkeye, take the kids and inspect the building. The Goblin could still be here and we need to check for survivors. I’ll see to Agent Coulson,” Steve says. He looks to each of them in turn. “Stay on your toes.”

None of them disagree with him, but he can see the way each of them hovers uncertainly for a moment before dispersing. Peter hangs behind.

“Stay on your toes, too, Cap. If the symbiote’s still around him—“

“I’ll be sure to be careful,” Steve assures him.

“Inject him with the antidote I gave you back on the Tri-Carrier and he should be fine in a few minutes,” Peter says.

Peter’s body language tells Steve that he wants to say more, but after a brief moment he nods his head and departs, looking for clues with the others. Clint’s eyes linger on Phil and Steve makes a point of catching the archer’s attention. Their eyes meet and the other man seems to relax, marginally, his grip on his bow not quite so white knuckled as it had been just a moment prior as Steve quickly makes his way to Phil’s side.

As he nears, he doesn’t see any trace of the symbiote… though from what Peter’s said, that may not mean anything at all. He crouches beside the agent, his eyes are drawn first to the wounds in his side. They’re still open, still fresh, looking raw and painful… but no longer bleeding, despite the evidence suggesting that they had been doing so not so long ago, and quite heavily at that. Steve tugs one of his gloves off and reaches down to check for a pulse. He presses his fingers to the agent’s neck and while he’s glad to get a pulse at all, he notes that it’s irregular. But a pulse isn’t the only thing he feels.

He slips his glove back on and sets his shield aside before gently rolling the agent from his stomach onto his back. The lights overhead reflect off the metallic band circling Phil’s neck and, for a moment, Steve sees red. The skin around certain areas of the band looks flushed and agitated and it doesn’t take him long to figure out just what the thing is and what it does.

That the Goblin would have the audacity to collar Phil like a dog gets Steve’s blood pumping, but he doesn’t have time to indulge in anger just then. They need to get Phil out of there, find the Goblin and bring him in. He places a hand on the side of the agent’s face and pats lightly.

“Phil. Come on now, it’s me. We’ve got you, but I need you to open your eyes for me,” Steve says gently. He pats again, a little firmer this time, and gets a little more by way of response. The agent groans softly, his eyes fluttering, but not opening. He pats again. “Open those eyes for me, Phil, I know you can. Do it for me, huh?”

A few failed attempts later, Phil manages to look up at him with bleary eyes. It seems to take him several moments to place who Steve is. The soldier has never seen Phil look quite so disoriented; not even after Loki.

“Captain?” comes the quiet murmur.

Steve feels a small smile form on his face of its own accord. There are a great many rules between them, one of which is that, at work, they are Captain Rogers and Agent Coulson and are to address each other as such. No first names. It would figure that even here, now, in this situation, the agent manages to adhere to that rule. That’s Phil for you; ever the consummate professional.

“Right here,” Steve says.

Phil squints up at him before his head lolls to the side as he, apparently, tries to find something. “There were… other agents… I think I…”

Steve places a hand on the other man’s face, deliberately turning it so that Phil is focused on him. Regardless of whether the brutal scene surrounding theme was the work of the Goblin or unwittingly caused by Phil himself, he doesn’t need to see that now.

“We can talk about that later,” Steve tells him. “I’ve got Spider-Man’s Venom Antidote with me here and I need to administer that to make sure that thing’s out of your system. Think you can stay with me long enough?”

“It’s not… It won’t work,” Phil mumbles.

“Of course it’ll work. It worked on everyone else and it’ll work on you,” Steve assures him, drawing the syringe from one of the pouches on his belt.

Phil clearly doesn’t believe him which is worrisome, to say the least. As he administers the antidote, Steve has to wonder what the Goblin could have done in the span of a few short hours that could have rattled Phil like this. He finds that, at that moment, he’s not ready to consider the possibilities.

“Now we’re getting you out of here. I’m going to carry you, alright? You okay with that?”

It’s something of a joke between them. For as long as they’ve been together—and even before that—Phil has outright refused to let Steve carry him when he’s wearing the uniform. In plain clothes, apparently it’s all well and good, but Phil had told him with the straightest face imaginable that he would sooner go for Round Two with Loki than be seen being carried by Captain America.

The situation quickly becomes anything but a laughing matter. Before Steve can even touch him, the agent jerks suddenly, a pained noise escaping him before he can smother it as he curls in on himself, hugging his left side. He begins to shake violently, his breath coming in quick, shallow gasps.

“Get back…!”

Steve’s eyes widen in alarm. “But the antidote—“

“He fixed it… it’s not going to…”

The agent’s words are choked off when he bites on his lower lip to stifle his cries of pain. Steve tries again to pick him up, but the agent pushes weakly at his chest, his eyes wide and frantic.

“Get back, I can’t… I can’t hold it back much longer…”

“Just hold on! Keep it together just for another minute!” Steve says, scooping the other man up.

Phil struggles in his grasp, doing everything in his power to get away from Steve.

“…can’t… stop it… Steve, _please_ …”

Or maybe to get _Steve_ away from _him_.

_“Cap, get out of there!”_

* * *

Peter stops to check for signs of life from one of the downed agents. Based on the way the man’s torso is ripped to shreds, he’s guessing he’s wasting his time… but it feels disrespectful to just walk past. Too often he finds himself thinking of the agents of S.H.I.E.L.D. as something like worker bees; not in that they are unimportant, but that they’re always there, always working, and rarely do you ever stop to consider them as individuals.

He tries to avoid looking at the gore before him—flesh sliced open, organs and intestine spilling out, muscle and tendons ripped to shreds  and blood pooled and smeared beneath like some child’s grotesque finger painting—he tries to ignore it and consider the person this body used to be. Did he have a family? A wife? A boyfriend? Children? Maybe some dogs? A goldfish, even?

But even that feels too overwhelming. Trying to consider who he may have left behind leaves his stomach feeling unsettled, so he rises and continues on.

He can’t help but let his eyes stray towards Cap and Coulson. He frowns as he watches the super soldier try to rouse the unconscious agent. That’s not the way someone touches their co-worker. That’s not even the way someone touches their _friend_. In fact, that’s the way Luke touches him when he thinks no one’s looking.

But they’re not…

Well, it’s not _impossible_ , Peter supposes, but it’s just too… weird. The last time—the only time—he’d seen Steve and Coulson interact, Coulson had seemed surprised that Steve even knew his name. Okay, so maybe they’d gotten together since then. Something about that seems highly unlikely. Steve’s actions suggest a familiarity cultivated over more than just a few months. Clint _had_ mentioned that Coulson was his handler and had been so for quite some time, which means it’s possible the two actually _did_ know each other at the time.

But if they knew each other, why bother pretending that they didn’t? He’s got a feeling all of this has to do with whatever they’re not being told. And just as soon as they get back to the Tri-Carrier, he’s going to work the truth out of them, one way or another.

It’s as he’s about to proceed to the next room that it hits him. Usually his Spidey Sense is that tingle at the base of his skull, the one that says, hey, you might want to check out that thing over there. Right now, it’s anything but tingly. It slams into him, leaving him dizzy, clutching his head as he tries to shake it out.

Peter looks up suddenly, to where the feeling of danger’s coming from, and sees Steve struggling with Coulson.

_“Cap, get out of there!”_ he hollers, his feet already carrying him forward.

The soldier’s head whips in his direction, which turns out to be the worst thing he could have done. It’s in that brief moment that Coulson’s defenses crumble and Peter watches the symbiote engulf him. Steve drops the creature just as the transformation completes. The symbiote shrieks as it lashes out at the soldier, too quick for Steve to retrieve his shield. Peter hears a grunt as the symbiote rakes its claws through the star on the captain’s chest.

He shoots a wad of web at the symbiote’s head, which distracts it long enough for Steve to duck out of the way and retrieve his shield. But now Peter is faced with the unpleasant fact that the symbiote has turned its sights on him instead.

“I thought you gave him the antidote!” Peter hollers as he rapidly retreats.

“It didn’t work!” Steve calls back.

“What? What do you mean it didn’t wo— _oh shit!_ ”

The symbiote leaps, pinning him to the ground. For a moment, Peter’s stunned. Coulson hadn’t been this fast when they’d tangled on the Tri-Carrier… had he? He struggles, trying to keep the symbiote’s vicious claws and teeth at bay, and gets a break when a flash of light blows the creature off of him. Nova hovers over him, offering him a hand up.

“Come on, Web Head, keep it moving!” he urges. “You really gonna let yourself get taken out by Coulson?”

“Don’t underestimate him,” Clint warns, dashing by them to assist Steve, who is fending off the symbiote’s attacks.

Peter finds himself quickly rallied by his team, but even with the combined effort of all seven of them… he knows this isn’t going to be easy. Even watching Steve—Steve Rogers, _the_ Captain America—struggle with the symbiote makes him ill at ease. Just taking the symbiote out in general seems as though it might be a challenge; but taking it without hurting Coulson just might be next to impossible.

“Alright, just remember that it’s still Coulson under there,” Peter reminds them. “He’s already injured and he’s going to feel anything we throw at him, so watch yourselves.”

“The question is: How do we hold back without holding back?” Danny asks.

“Save the philosophical crap for later, we have to go help. _Now_ ,” Sam says before zipping over to Steve and Clint’s aid.

Peter would have been more than happy to help. He would have _loved_ to help. But at that exact moment, several targeted missiles take out the wall beside them, knocking them off their feet in the ensuing explosion and showering them with debris. Because of course the Goblin would show up just then. Of course. It’s not like they could have found him earlier before Coulson had wigged out, oh no, that would have been too much to ask.

“Having fun with my new pet, I see!” the Goblin crows, firing a series of laser from his gauntlets.

The teens recover quickly, dodging each strike as best they can.

“What did you _do_ to him?” Ava growls, leaping and swiping at her foe.

The Goblin narrowly avoids her, returning fire which connects and sends her flying headlong into Luke. Thankfully, Luke manages to catch her, avoiding injury to either of them.

“I made some slight alterations to a sample of the Venom symbiote,” the Goblin declares. “Enough so that your little antidote would have no effect, Spider-Man. I have to say, I’m rather proud of how well he’s turned out. I was thinking of calling him Panic, considering that seems to be what he’s inspired in your friends.”

“He’s not your _pet_ ,” Luke spits, hurling a sizeable chunk of the wall at the Goblin.

“I beg to differ!” the Goblin answers, maneuvering his glider out of the way.

As they double-team him, gang up on him in twos and threes, it becomes strikingly apparent that the Goblin had been captured in their last encounter because he’d _wanted_ to be captured. Now, though, even as Nova abandons his effort to aid Clint and Steve and rejoins their assault on the Goblin, the mismatch is clear.

Peter and Nova attempt to distract him, firing whatever they’ve got. Once it seems he’s sufficiently preoccupied, Danny moves to engage him, guaranteeing that the Goblin’s sights will not be on Luke or Ava. It’s a good thing, too, because Ava’s gearing up to be a human missile. Luke hefts her up, waiting for the opportune moment before throwing her, just as she pushes off from him. Before he knows it, the Goblin has a face full of tiger claws and fury to match. Tossing Ava takes time, time that the boys use to get ready for a take-down.

But just as the Goblin manages to fling Ava away, they’re all distracted by the sound of a wall being blown in. There’s an ear-deafening yell to accompany and Peter’s just about had it with people crashing this party—until he sees that this particular party crasher is big, green and angry. He almost lets out a whoop of triumph; some extra muscle, just when they needed it!

Any thoughts of celebration quickly die out when, instead of engaging the Goblin, the Hulk snatches up the symbiote instead… and squeezes.

* * *

Steve blocks each of the symbiote’s—apparently known as ‘Panic’ to the Goblin—strikes with his shield, forced backward each time. He hasn’t yet found a way to move offensively that wouldn’t hurt Phil, and he’s not willing to move until he does. Luckily, Clint’s able to cover that for him. The archer fires an arrow which attaches itself to Panic and delivers a mild shock—not enough to permanently harm Phil, but enough to hurt. Even that much has Steve’s stomach churning with guilt as the creature shrieks, clawing at an arrow it can’t reach until it shifts its own mass, a tendril snaking out from its midsection to curl around its back and rip the arrow out. It turns its attention to Clint, who can’t move fast enough to escape the symbiote’s reach as its arm extends, catching the man and wrapping his torso up in black goo.

Panic lifts and slams Clint into any nearby surface; walls, floors, computers, lockers, anything’s game. It’s enough to snap Steve out of his daze as he slams his shield into Panic’s side. The symbiote growls, dropping Clint and refocusing its attention on Steve as it emits a series of angry sounding clicks. Steve looks quickly back and forth between Panic and Clint; the archer is recovering, shaking his head as he lifts himself off the floor. It had _not_ been a fun ride for him and Steve is determined not to let it be repeated.

Just as he’s prepared to engage the symbiote once again, the wall beside him explodes. His reflexes kick in as he ducks and rolls out of the way, coming to rest by Clint and cover them both with his shield.

“You okay?” he hollers.

“Fine!” Clint hollers back. “Just— _Christ_ —remind me to get Phil back for this the next time we spar.”

When the dust clears, Steve isn’t sure how to put into words the relief he feels at seeing the Hulk squeezing through the hole. The kids need help with the Goblin and the Hulk can provide just the right amount of added pressure to allow Steve and Clint to focus on Panic entirely. At least, that’s his thought process until the Hulk snatches Panic up in his grasp.

Unsurprisingly, the symbiote doesn’t take this very well. It squirms in the Hulk’s hold, growling and snapping until, understanding the Hulk won’t let go unless it makes him, it sinks its razor sharp teeth into the Hulk’s hand. The towering green behemoth roars at the action and does just what Steve was praying he wouldn’t—he squeezes.

Steve feels the blood drain from his face as he hears a shrill screech of agony accompanied by the unmistakable wet crunch of bones breaking. The Hulk is crushing it. No, he’s crushing _Phil_.

“Hulk **_stop_**!” he screams.

The Hulk turns his angry gaze on Steve, who is holding his hands up placating.

“ ** _Stop_** ,” Steve repeats desperately. “That’s Agent Coulson! You have to drop him!”

The Hulk snorts, eyeing the struggling creature in his grasp warily.

“Listen to him, Big Guy,” Clint adds. “I know you like Phil and you’re hurting him by doing that. Doesn’t look like him now, but believe me, it’s him under there. So let him go, yeah?”

The Hulk seems to respond more positively to Clint’s suggestion. Although instead of just dropping the symbiote, the Hulk hurls Panic towards where the Goblin and the team of teens are engaged. This seems to work in the Goblin’s favor, unfortunately. He swings his glider around, scooping up Panic on his way before tossing what looks like a bomb at the kids.

The device explodes midair, filling the room with smoke. Steve can’t hear whatever it is the Goblin is saying; he’s too busy trying not to breathe in the noxious fumes dispensed by the bomb. He dashes forward towards the sound of the glider, but can’t find him through the smoke. He can hear Clint right behind him, choking as he makes his way to the kids.

“Where the… fuck is he?” Clint coughs.

“I don’t know, we…” Steve answers, looking desperately through the fog. “We’re gonna have to… focus on getting everyone out…”

It kills him. He knows the Goblin is using this time to escape, but they have no choice. He has to make sure everyone makes it out safely. The kids do a good job of clearing the building and it’s not long before they’re all outside, coughing in the night air, trying to expel any traces of the irritant from their lungs. Based on how the Hulk’s looking, Bruce should be making an appearance soon, he notes. There’s no sign of the Goblin or Panic. Resisting the urge to punch something in frustration, he uses the communicator on his wrist to contact Fury.

“We lost them,” are the first words out of his mouth.

_“Lost them? How the fuck did you lose them?”_ Fury wants to know.

“Bad timing,” Steve says. “We’re going to regroup on the Tri-Carrier. Try to get a location on the Goblin… we need to come up with a better strategy.”

_“Fine. Is that the Hulk with you?”_

“Yeah. He was kind of part of the bad timing I mentioned,” Steve answers. “I don’t think he’s going to last much longer, though, so have a spare change of clothes ready.”

_“Alright, we can manage that. And hopefully Dr. Banner can help us out a little on this one.”_

Steve considers that. The antidote hadn’t worked on Phil… but maybe Bruce could help Peter create one that would. He disconnects from his communication with Fury, feeling uneasy. He doesn’t know how severe Phil’s injuries are or if they’re wasting time by regrouping. But it needs to be done. They can’t go in blind again or they’ll just end up with a repeat performance.

As he watches the Hulk begin to transform back into Bruce Banner, he’s sure that, whatever they do, they’d better make it quick. There’s no telling what else the Goblin has in store and he’s not willing to wait and find out.


	4. If I Lose Myself

**Summary for the Chapter:**

> Phil learns that there's more to the symbiote than meets the eye--the hard way. Meanwhile, it's confession time on the Tri-Carrier.

Rather than reclaiming it himself, Phil finds that, this time, he’s being forced back into consciousness. And this time, he rather wishes he’d been left well enough alone. Where pain had been on the outer edge of his awareness previously, it now comes slamming into him full force, stealing his breath and forcing bile up his throat. He shivers, broken out in a cold sweat as he finds himself under the harsh glare of lights, strapped down to a table once again. For a change, his arms are now strapped to the sides of the table, rather than over his head.

His tactical uniform has been unzipped and peeled down to his waist, leaving his torso exposed. He tries to remain as still as possible, as even drawing breath makes his head swim with agony. The entire left side of his torso radiates with pain, no longer just from the lacerations beneath his ribs, but from the site of his old wound as well. There is an intense burn piercing straight through him and he knows, just knows, that his ribs are broken. A quick glance through his peripheral vision confirms his other sneaking suspicion as he sees his clavicle protruding from his skin.

Given that he’d just been manhandled by the Hulk, he supposes he should count himself lucky that the damage isn’t worse. With the amount of pressure Hulk had applied, he should have popped like a tube of toothpaste. Had the Venom symbiote been strong enough to absorb that much? The thought does little to comfort him and nothing to stop him from feeling like he’s inhaling fire with every breath.

“Did you know, Agent, that the Venom symbiote has the ability to keep its host in a state of near suspended animation?” the Goblin says, moving into his line of sight. “While it cannot _heal_ injury or illness, it can prevent them from progressing or worsening. Fascinating, isn’t it?”

“Riveting,” Phil answers, his voice strained.

“Although, I should mention that this only applies to the original strain,” the Goblin goes on to say. He’s preparing an IV, looking for a good vein on Phil’s right arm. “The strain I injected you with is one I’ve been working on for some time. Venom was powerful enough on its own, but if it could _heal_ the damage being deal to its host rather than just keep it from getting worse, I knew it could become nearly invincible.”

The slight prick of the IV is nothing compared to the anguish caused by his other injuries and so he hardly notices it’s even in before the Goblin circles around him like a hungry shark. His mind goes blank when a clawed finger traces the jagged scar that runs over his heart and he has to resist the urge to thrash against his restraints. It doesn’t hurt and the simple touch shouldn’t bother him, but frankly, it disturbs him more than almost anything the Goblin’s done yet. It’s a point of embarrassment for him, his shameful secret; he can’t stand to be touched where Loki’s blade had pierced.

“I wasn’t aware that I had received damaged goods,” his captor notes curiously. “Such a grievous wound… I would imagine, based on the scarring, that you’re likely to still be healing, yes? At the very least, you’re not at 100%.”

Phil keeps silent, unwilling to speak on the matter. The Goblin leers at him.

“Then think of this as a gift. My strain of the venom symbiote will restore you to a point that traditional healing methods could never hope to,” the Goblin says. “The process will not be immediate, of course, and it will be painful, but that is the price one must pay for perfection. In return for my gracious offering, you will be my kept pet. You’ve done a marvelous job so far.”

Phil does nothing but stare the creature down. He’s not going to feed into his ego or play his game. He’s infamous for his ability to keep a level head in even the direst of situations and this is no different. He has nothing to gain by engaging in a verbal tennis match.

“Nothing to say? No threats to my person? No claims that I won’t get away with it? I’m almost disappointed,” the Goblin says.

Again Phil says nothing. He knows these tactics, he’s employed them himself during certain interrogations. The key is finding something to make your captive rise to the bait. The Goblin has said and done several things which have poked at his pride, and he knows full well that there will be worse. Worse things will come. He will be humiliated, degraded, tortured and used. He knows these things, has been here before. But what the Goblin doesn’t know is that he won’t break. No one’s found a way to break him yet and Phil doesn’t intend to give his captor the satisfaction.

“You’re a curious man,” the Goblin notes. “I’ll be interested to see just how long you can hold out.”

Phil’s body jerks when the collar around his neck delivers another jolt of electricity. But it’s not a form of punishment or simply something to make him squirm, he realizes; it’s a signal to… it. That thing living inside him, nestled in his veins, his unwelcomed visitor. He tenses, expecting it to emerge from the still-open wounds in his side, but that moment never comes. Instead, he feels a piercing sensation along his collarbone.

“Before we can begin healing these fractures, the bones must be set,” the Goblin announces. “Now, I have anesthesia at the ready. If you wish it, you will be unconscious for the duration and free of pain. On one condition: beg for it.”

Out of the corner of his eye, Phil can see the black gooey tendrils curling over the exposed end of his clavicle. It hurts plenty right now and he knows from his many years of experience winding up in S.H.I.E.L.D. medical that healing an injury is often just as or more painful than its infliction. However, in this case, he knows he won’t have the luxury of a tender bedside manner at his disposal. It’s unfortunate, but the fact of the matter is Phil doesn’t beg. Which means it seems he’ll be doing this the hard way.

Mouth shut tight, he turns his face away from the Goblin, his indication that he won’t be taking the monster up on his offer. If the chuckle that reaches his ears is any indication, he has to say that’s likely what the desired response was.

Phil waits, staring into the darkness, knowing that this is part of the game. He’s being strung along, gearing him up for the shock that might come at any second—

The shock comes. He’s aware of several things at once: the sound of bones snapping, setting, shifting; blinding pain that makes his vision go dark and his ears ring; the slick, coppery slide of blood in his mouth; the breath he can’t seem to draw; the cry that’s worked its way out of his lungs and up his throat, but which can’t breach the final barrier his lips create as he keeps them pressed shut in a thin line. The agent pulls against his restraints, lifting off the metal slab which is no longer cold, rendered slippery with blood and sweat.

He reminds himself to think of something else, to put himself in a place that isn’t here as he finds his breath and draws it in short, hiccupping bursts.

* * *

_Phil looks up as he hears the door to his apartment open and close. He himself had only just arrived home—or so he thought. A quick glance at the clock tells him that his arrival had been nearly three hours prior, a sure sign that sitting down for ‘just a minute’ on the sofa had been a bad idea._

_Steve enters the room and trudges over to him, looking dead on his feet. Without so much as a word in greeting, the super soldier drops onto the opposite end of the sofa and promptly tips over. Phil feels a smile tug at his lips as Steve all but sprawls on top of him. The captain sighs deeply with his face pressed to the agent’s chest and one arm looped around his waist. Phil shifts to a slightly more reclined position, making it easier on the both of them. From there, he lays a hand flat on the blonde’s back and begins kneading gently, working a satisfied groan out of his partner._

_“I’m surprised you even made it back,” Phil hums. “I thought for sure you’d be too tired.”_

_“Wanted to see you,” Steve mumbles. “Jasper drove me.”_

_Well, at the very least he hadn’t been driving around half-dead on his motorcycle. Phil makes a note to thank Jasper accordingly when next he sees him._

_“How’re the kids?” Steve asks, his question muffled by Phil’s shirt._

_“Good,” Phil says with a sigh, letting his eyes slip shut. “They did well today. Really coming along.”_

_He feels himself nodding off again as he listens to Steve’s breaths grow gradually deeper and softer, but starts awake when he realizes something._

_“You must be starving,” he says._

_Steve makes a noncommittal noise and doesn’t bother to look up. “We can order Chinese or something.”_

_Phil tries to sit up. “No, I can make something—“_

_Steve sits up with him, but for the express purpose of grabbing Phil’s wrist. The agent catches a flash of sleepy blue eyes before Steve presses his forehead to Phil’s temple, nuzzling his cheek._

_“Stay a minute,” Steve says quietly in his ear._

_Phil can’t exactly argue and, figuring food can wait for just another minute longer, relaxes against the sofa. Steve takes that as his cue and drops his head, pressing his face to the agent’s neck. There is no kissing, no biting, no leaving of marks; merely the tickle of the captain’s slow exhales against his skin. He hears Steve inhale deeply before he feels one of the man’s large hands slide across his stomach. Phil closes his eyes, mentally following the trail of his partner’s touch. Steve reaches his side and travels downward. He lingers at Phil’s hip before dragging his hand upward and coming to rest a few inches below the agent’s arm._

_Phil feels the brush of Steve’s thumb as it traces his ribs, hears each deep breath the other man takes. Phil reaches up, curling his hand around the back of the soldier’s neck and sliding his other hand between his partner and the sofa. Steve seems to collapse at his touch, his shoulders sagging as though they’ve been freed of a great weight._

_It isn’t about sex, tonight. Right now, the need to hold and be held far outweighs anything else Steve may have had on his agenda, Phil knows. It’s the signal that the day has been long and hard, that Steve has pushed himself to his absolute limit, as he always does. Because if you’re not giving it your all, you may as well not be giving anything, in Steve’s book._

_Phil huffs in amusement when he feels hands gripping his thighs, sliding up as they gently push his legs apart. Well, so much for thinking Steve wasn’t in the mood._

_“Not tonight,” he murmurs. “Too tired.”_

_But Steve is insistent, his grip tightening to the extent that it’s nearly painful. Phil’s eyes fly open._

_“Steve—“_

_But it’s not Steve. The symbiote screams in his face, its cry loud and shrill, as its clawed hands move from his thighs to his wrists, pinning them above his head. He’s caught, struggling against the creature’s weight as it presses against him, it’s long, horrid tongue licking a stripe along his throat and jawline as it clicks possessively and—_

* * *

Phil tears himself from his own thoughts, pushing himself back into awareness, gasping for air and feeling like his heart is going to jump out of his chest. His body shakes uncontrollably, though whether it’s from pain or what he’s just experienced, he’s not sure. It had been there. In his head. The thing isn’t just inside his body… it’s trying to breach his _mind_ as well. He shouldn’t be able to feel it, but he does; its explorations are soft and intimate, like a lover’s touch, but it’s sick. Perverse. Twisted. It’s touching places—private places, deep, dark, hidden places—that weren’t meant to be touched. As it is, it’s all he can do to keep it at bay and refuse it entry.

“Thought you could escape?”

The Goblin’s voice reaches his ears. He tries to ignore his captor and mostly succeeds until a clawed hand closes around his throat and he finds himself face to face with the Goblins wicked, toothy sneer.

“You will be taken apart, piece by precious piece. Consumed, body and mind until there’s nothing left of you. It was all over the second I injected you, and do you know why? Unlike Octavius’s original creation, this symbiote’s goal is to _become_ its host, not merely to feed off of it like a parasite.”

The Goblin squeezes and the added pressure on his windpipe forced him to draw breath in thin, whining gasps. Phil’s vision grows spotty first before black begins to creep in from the edges. The Goblin’s face is mere inches from his own, his voice a threatening hiss. Fighting for air, fighting the pain, fighting the symbiote, all of it at once is rapidly taking its toll on him.

“It will ravage your body and your mind until it breaks you. There is no memory, no thought safe from its reach. You will lose yourself, Agent, and the icing on the cake will be watching your friends and colleagues continue to try to save you long after there is nothing left to save. I will own _every piece of you_ until you’re nothing more than an empty husk, a vessel, and then I will own that as well.”

Phil has no intention of allowing that to happen. There are parts of him that the symbiote simply can’t be allowed to have. Letting it know what he knows… secret identities, secure S.H.I.E.L.D. locations, access codes, personnel files; people’s lives are at stake. Breaking won’t just cost him his own life, it’s liable to cost many others theirs as well.

He can’t break.

He can’t.

* * *

Peter’s first impression of the man sitting across the table in a borrowed pair of S.H.I.E.L.D. issue sweats is that the guy needs a good nap. Bruce Banner rubs a hand across his stubbled face before pressing the heels of his palms to his eyes as though he could somehow make the whole situation go away. Unfortunately, clicking his heels and reminding himself that there’s no place like home isn’t going to cut it.

“That was Phil? Phil Coulson,” he says, his voice surprisingly soft, the complete opposite of the Hulk.

“Afraid so,” Peter answers him.

The man looks up at him curiously. “Oh. You. The Other Guy’s, uh… fond of you. I think we shared a body once.”

Peter’s eyebrows rise nearly to his hairline. He and the Hulk had accidentally switched bodies a few weeks ago, but…

“Wait, were you that little voice in the back of my head?” he asks. “I thought that was my conscience!”

Bruce’s lips twitch. “Does your conscience usually speak in a different voice?”

“Well, no,” Peter admits. He scratches the back of his neck before slowly removing his mask. “I guess we didn’t get a proper introduction. I’m Spider-Man-slash-Peter-Parker.”

He holds his hand out and the scientist accepts it readily.

“Bruce Banner,” he says, stifling a yawn with his free hand.

“So how come I’ve only ever seen the Hulk?” Peter can’t help but ask.

“Bruce doesn’t do well in crowds.”

The two look up at the voice and find its owner standing in the doorway. Clint comes striding toward them, followed closely by Steve, Fury and the rest of Peter’s team. Clint takes a seat beside the scientist, passing him a steaming cup of what Peter guesses is tea.

“I broke Harlem once,” Bruce admits, nodding gratefully at Clint.

“Hey, I remember that!” Sam pipes up. “That was pretty wicked.”

Bruce offers the teen an expression that’s something between a grin and a cringe which leads Peter to believe that the man thinks it was anything but. The scientist turns his attention to Fury.

“Any sign of them?” he asks.

“Not yet. We’ve got eyes making a manual sweep of the city, but at this junction it looks like we’re going to have to wait for him to announce himself,” Fury reports, looking intensely displeased by the fact.

“Something tells me that’s not going to be a problem,” Steve says, a frown on his face.

“Steve, about what happened—“

The super soldier raises a hand, cutting off whatever Bruce had been about to say.

“Neither of you knew. Hulk was responding to a threat,” Steve says. “Let’s move on and figure out where to go from here. Bruce, we were hoping you might be able to work with Peter here to create a new antidote, seeing as the last one had no effect.”

“I’m ready to do whatever I can, but I’m going to need a sample to work with first,” Bruce says. He looks to Peter. “I’m assuming you’re the in-house expert on this thing?”

“Something like that,” Peter says. “But hang on just a minute. Before we get down to brass tacks, I think we all need to have a little discussion.”

“About?” Fury prompts.

“About whatever it is you’re all hiding from us,” Ava answers, her arms crossed over her chest. “We put it on the back burner because confronting the Goblin and retrieving Agent Coulson were more important; but right now? We need answers.”

Fury shares a look with Steve and Clint while Bruce ducks his head.

“And could you _stop doing that_?” Peter says, pointing wildly at them.

“Parker, just calm down,” Fury barks at him.

“We’ll be glad to answer any questions you have,” Steve says. “You’re right: there shouldn’t be any secrets between us if we want this all to work out.”

“Rogers,” Fury says, his tone warning. “We agreed they couldn’t know, that it was better kept secret.”

“I’ve been thinking about that,” Steve says. “And it just made me remember that the _last_ time you kept secrets from a team of superheroes, it didn’t end well. These kids are no different.”

“Is now really the best time for this?” Fury sighs.

“Not like we can do anything else,” Clint offers with a shrug. “Coulson seemed to think they were ready. I say we go with it.”

Fury crosses his arms over his chest and pinches the bridge of his nose, sighing heavily. He leans back in his seat at the head of the conference table. Peter watches him intently. He has to give in. When you’ve got Captain America and Hawkeye telling you to give in, well… you give in.

“Alright, fine,” Fury agrees. “We’re coming clean. I’m going to check on the trackers’ progress.”

Steve nods, first to Fury as he rises and exits the room, then to the group of kids. “Okay, what do you want to know?”

“Maybe you could start by telling us what we _need_ to know and we could go from there?” Luke suggests.

“Fair enough,” Steve agrees. “Where to start…”

“Well, to begin with we can break down just why they shouldn’t be underestimating Coulson in this scenario,” Clint offers. “Start with the Avengers Initiative.”

“Mm, that’s a good a place as any,” Steve hums. He looks to the team of teens, his expression serious. “How much do you know about the events surrounding the Battle of New York?”

“Loki comes to Earth for the Tesseract, steals it, gets taken prisoner, has his guys start an attack the Helicarrier, escapes, opens a portal on top of Stark Tower, Chitauri come flooding through, Avengers Assemble, portal closed, Loki hauled off to Asgard,” Sam recites, ticking each item off on his fingers. “That everything?”

“Not quite,” Bruce says, sipping his tea.

“The part where the Avengers Assemble was a bit more complicated,” Steve informs them. “The Avengers haven’t always been the smoothly functioning unit that you know us as today. We were first brought together for that assignment, to hunt down Loki. We were all very different people, thrown together suddenly and expected to act as a team. In the end, Loki managed to attack the Helicarrier because we were too wrapped up in our differences to be that team.”

Steve leans forward in his seat.

“We were split up, each running off to confront a separate threat, all while Loki was escaping. So, Phil did what none of us were around to do and confronted Loki himself.”

“It didn’t end well,” Danny guesses.

“No. It didn’t,” Clint answers. “But it did provide the motivation necessary to get the Primadonna Parade in gear.”

“So… what happened?” Ava asks.

“Loki stabbed him in the back with his scepter. The blade pierced the left side of his back and exited his chest, nicking his lung and heart in the process. He bled out against the wall and the medics called it. That was the last we heard when we went into battle; so far as we knew, he was dead.”

“Obviously not,” Sam says.

“No, he wasn’t. Well… I should say it was only a partial lie on Director Fury’s part. Phil was clinically dead for eight minutes and he chose not to reveal that fact.”

“So that’s what that scar is?” Peter questions. He looks to Ava. “Remember we saw it? When Taskmaster took over the school and had him strung up like a piñata in his office?”

“Yeah, and he wouldn’t tell us what it was from when you kept pestering him about it,” Ava says, rolling her eyes. She focuses on Steve. “So how come he didn’t _stay_ dead?”

“No little thanks to S.H.I.E.L.D. medical and a little super soldier blood in his veins,” Clint answers for him.

“Steve has the benefit of accelerated healing, thanks to the super soldier serum,” Bruce tells them. “A transfusion of some of his blood that they had collected for testing gave Phil just enough leverage to keep him holding on. And after a period of two months in a coma, he regained consciousness.”

“Which is where things get a bit tricky,” Steve says. “Phil’s original assignment was the S.H.I.E.L.D. Liaison to the Avengers. But the length of his recovery made it impossible for him to assume that role. So, knowing that Phil had up to two years until he would be fully recovered—or as close to fully recovered as he could get—and that your team would need a firm hand to guide it, Director Fury reassigned him.”

“So, what, we’re the sorry-I’m-demoting-you assignment?” Sam asks.

“I’ll admit, Phil wasn’t very happy about it at first, but no, you’re not,” Steve says. “And he knew that. Whether he shows it or not, he’s very proud of what you kids have accomplished in the time you’ve worked together. But you needed a regular agent, one whose dependability you wouldn’t question, so we all agreed that this would be kept quiet.”

“Wait a minute, wait a minute,” Peter says holding his hands up. “Back up a minute. You’re telling me he hasn’t been functioning at 100%?”

“Right,” Clint answers.

“Then when we fought the Beetle… that was him at not-one-hundred-percent?” Peter clarifies.

“Do you see why I told you not to underestimate him?” Clint asks.

Peter frowns. “The symbiote enhances everything. But if he’s still recovering—“

“Then he’s being used beyond his means,” Luke finishes for him.

“Which means we can’t afford to let him get away again,” Ava adds.

Peter listens to the general murmur of agreement, but his mind is elsewhere. You don’t get to be Fury’s right hand for nothing, but it’s becoming obvious that Coulson is about the furthest thing away from your average agent as possible. It’s a lot to take in. But there’s something else gnawing at him, something he’s hesitant to bring up. It’s a more personal question, but if it could affect them…

“I have another question,” Peter says, cutting through their chatter. He looks Steve in the eyes. “You two are more than just friends and co-workers, aren’t you?”

A half-smile tugs at Steve’s lips as he considers the question, drumming his gloved fingers on the countertop. It’s obvious he’s trying to figure out how to approach the question, but his silence gives them all the answer they need.

“Yes. Phil and I are… in a relationship,” Steve informs them. “That information is not to leave this room.”

“I _knew_ it!” Ava declares triumphantly.

“Since _when_!?” Sam sputters.

“What about Aunt May?” Peter asks coldly.

“Before you get the wrong idea,” Steve says firmly, “Phil wasn’t leading your aunt on, Peter. She knows what we are to each other and agreed to go out with Phil to get the press and a few nosy agents off both our backs. In fact, she was the one to suggest it. You probably remember a photo that was published in the Daily Bugle a few months ago of me supposedly on a date with another man. Well, that blew up spectacularly and we needed to cool the situation down. So, I allowed myself to be seen on a few ‘dates’ with Natasha Romanoff. May had managed to figure out that Phil was the one in the photo and offered to help once she understood the situation. She was never in a position to be hurt and we never would have put her there, believe me.”

“But she doesn’t know Coulson’s a S.H.I.E.L.D. agent,” Peter fishes.

“She knows that, too,” Steve corrects him, shaking his head. “She’s a lot shrewder than you give her credit for. A _lot_ shrewder.”

Peter’s tongue feels numb. If that look Steve is giving him means what he thinks it means…

“How shrewd, exactly?” Danny asks, when none of them seem capable.

“She knows about all of you,” Clint says. “Your secret identities? Not so secret.”


	5. Doubt & Trust

**Summary for the Chapter:**

> Phil gets acquainted with his holding cell while the symbiote gets acquainted with him. On the Tri-Carrier, Peter and the team deal with the bombshell that was just dropped on them the only way they know how: by freaking out.

**Notes for the Chapter:**

> This chapter is sort of squicky? I mean... there's a body horror tag for a reason, but I just figured I'd throw that out there.

As far as holding cells go, this one is definitely on the more luxurious side.

Phil doesn’t know how long he’s been out this time, but when he wakes he feels sore, slow and groggy. His eyes land on the IV stuck in his forearm and he clumsily tears it out, noting absently that the bleeding stops almost immediately. He props himself up on his elbows and pulls himself into a sitting position despite the way his body protests and the room spins before his eyes. After giving himself a moment to adjust, he begins to take stock, starting with himself.

His tactical uniform has been pulled back on and zipped up. Through the slash marks across his side he can see the white of fresh bandages beneath. The pain he’s experiencing now is residual, nothing like what it had been strapped to that metal operating table. Although he’s certain he won’t like what he sees, he unzips his suit and tugs the collar aside. It’s difficult to get a good look, but at the very least he can see that his collarbone is no longer jutting out of his skin.

Seeing a mirror at the opposite end of the room, he decides to get a better look and pushes himself to his feet. Annoyance bubbles up in his chest as his body continues to refuse to cooperate with him, moving sluggishly. He leans heavily on the sink and takes in his appearance.

He can almost hear Clint saying _‘You look like hell, boss.’_

Well, he’s certainly not winning any beauty pageants, that’s for shit sure. He’s alarmingly pale, his skin shining with a thin layer of perspiration, and there are deep, dark circles under his eyes. Based on what the Goblin had told him, the symbiote is supposed to be healing him, but it really looks as though it’s killing him instead. Perhaps that’s what resistance gets him.

Reaching up, he pulls the collar of his tactical suit aside once more and frowns at what he sees. There’s a small mark where the injury had been previously and he runs his fingers over the raised scar tissue curiously. Well, that might account for why he looks as bad as he does; if the symbiote was devoting his energy to healing his injuries, it’s not entirely surprising that he looks something like an animated corpse.

When he unzips the suit further and tugs aside the bandages wrapped around his torso, he finds the lacerations to his side have not been given the same treatment. Apparently the symbiote has decided to keep them as a point of exit and entry. Wonderful.

He zips his suit back up and leans back against the sink as he takes in his prison. It’s a small, windowless room, the walls and floor painted white. A quick inspection of the thick, metal door tells him that he won’t be sneaking his way out any time soon. No locks, knobs, hinges or latches makes that task particularly difficult.

The room is brightly lit—too brightly, if you ask him—and spartanly decorated. There is a simple bed in the corner, which he’d woken up on, and at the opposite end there is a sink and mirror. A small, metal nightstand sits beside the bed.  There is a camera mounted in the ceiling, as well as what appears to be a PA system high on the wall beside it.

There is a bowl on top of the nightstand and a bucket beneath. Although he has a feeling he already knows the answer, he wanders over to see what they’re there for. Again he feels that brief flare of contempt as he sees the bowl filled with kibble, but quickly smothers it. He has to treat this as though it isn’t any different from any other time he’s found himself in enemy hands, which means there is no room what-so-ever for pride. He’s had his pride targeted before—they always seem to and that’s always perplexed him, because he happens to think that’s the least vulnerable part of him—and although this situation is very far removed from his past experiences, he’s not giving the Goblin an inch on that front. It’s just as he sits himself back on his bed that hears the Goblin’s voice over the PA system.

_“Now that you’re awake, Agent, you’ll see that I’ve transferred you to your own room. On the nightstand you’ll find your dinner and below that you’ll find a receptacle to relieve yourself in.”_

“Probably one of the more upscale containment cells I’ve been placed in,” Phil answers offhandedly. “I find people that run in your circle usually prefer the dirt floor option.”

_“I may be a monster, but I’m not a **savage**.”_

“Of course not, Mr. Osborn.”

Phil twitches when he gets a zap for that. But it tells him what he needs to know—there’s not much of Norman Osborn in there right now. Parker had been adamant about reclaiming the man from the monster and right now, Phil needs to know if that’s even possible. If he can’t save himself, he can at least work at trying to save the boy from dedicating himself to a hopeless cause.

_“You are not to call me that, do you understand?”_

“Of course, Mr. Osborn.”

The shock is stronger this time. He swears he feels his teeth tingling and makes a mental note that he may have been spending too much time with Clint lately.

_“I had planned to allow you further time to rest following this conversation, but seeing as you decided to be a bad dog and removed your IV line, I’ve had a change of heart. In approximately five minutes the sedatives in your system will wear off and the symbiote will awaken. Enjoy your alone time, Agent.”_

Phil hears the PA click off and sits on the edge of the bed with his hands folded in his lap. There isn’t much he can do besides wait for the inevitable. There’s no way to prepare for it that he’s found. He just has to deal with it when it comes. But how do you keep something like that out? At first he’d thought he’d only have to worry about his body. If he focused enough, he could drive it back or at the very least keep it occupied. Now, though, he’s fighting it on two fronts. How do you keep something that’s working its way into your mind from reading your thoughts? How do you _not_ think something? Is it reading his thoughts right now?

 _‘Get it together, Coulson,’_ he mentally reprimands himself as he rolls his shoulders.

He inhales deeply and sighs through his nose, trying to relax. He scoots back on the bed until his back is pressed against the wall before he crosses his legs and rests his hands in his lap once more. Closing his eyes, he begins taking a series of slow, deep breaths, trying to put himself in a meditative state.

It works for nearly ten minutes—past the time frame the Goblin had given him—until his stomach starts cramping. He tries to brush it off, contributes it to not having eaten in what could be hours but is more likely over a day. The minutes drag on and cramps slowly transform into sharp stabs of pain which make it difficult to keep his breathing even. Despite his best efforts it progresses, radiating out from his center, lighting up his nerves like a lit match along a trail of gunpowder. He grits his teeth and tries harder, forcing himself to disengage.

But the harder he fights, the symbiote fights to match. A sudden flare of pain his him doubled over and clutching his stomach as he loses his mental foothold. He feels something… pushing. Like when Agent Wallace in Communications had been nearing the end of her pregnancy and had asked him to feel the baby kicking, he feels something push against the flesh beneath his hands. The agony of it is unbelievable, made even more so as he feels himself giving way to panic—and subsequently to Panic.

It pushes again and he dares to look down. The force creates a bulge the size of a golf ball before the symbiote retreats and the skin over his belly is flat once again. He lets his head fall back against the wall and wraps his arms around himself as he blinks back the tears in the corners of his eyes. Is it… God, is it actually trying to push out of him? The human body isn’t meant to withstand this. He knows his can’t.

Or it couldn’t before. But if the symbiote can heal as quickly as it had demonstrated… it doesn’t stand to lose anything by torturing him through the worst ways it can conceive. He curls in on himself atop the bed as it becomes more insistent, forcing a noise out of him that’s something between a furious growl and a tortured whimper. It makes a movement inside him, one sudden, ruthless push, and before he can even think to reach for the bucket beneath the bed, nausea rolls over him like a tidal wave and he’s vomiting over the side of the bed.

Phil coughs as his body tries to expel the contents of his stomach and draw breath at the same time, leaving him choking on his own sick. His head is spinning by the time he’s left dry heaving, having nothing left to vomit up—or so he thinks. He gets in one good gulp of air before his dry heaving produces something wet and coppery. Blood is forced up his throat and coughed out, in such alarming amounts that his dizzy mind can only wonder whether that thing his tearing him apart from the inside.

He doesn’t want to scream. He doesn’t want to scream for that thing, but he doesn’t have much choice. There’s a great and terrible tearing, a sudden moment of white noise, white hot pain, as the symbiote pushes its way out of him. It tears through the wounds in his sides just as it pushes a hole through his stomach and there’s blood. There’s more blood, so much blood, from his stomach, being vomited up and good God how is he still conscious for this?

And he knows just as soon as he asks himself. Something whispers it in the back of his skull: _Because I want you to be._

He’s weak and pliant, pain robbing him of any will to fight or the strength with which he might do it. It’s sickening, but he can’t help but feel gratitude as he’s slowly allowed to drift towards unconsciousness. There’s no resistance on his part as he lies face down on the bed and feels slick, symbiotic goo pin his hands behind his back. He’s losing sight, shutting down, as the tendril which had forced its way out of him curls beneath his chin and tips his head back, lifting it for the camera.

 _”You’re bonding quite nicely, I see,”_ says the Goblin over the PA system. _“In another day or so I would imagine the process will be complete. The symbiote will have fully integrated itself with your body on a cellular level and no antidote of Spider-Man’s will fix that. You will not be saved, Agent. Not by Spider-Man and his friends, not by S.H.I.E.L.D., not by the Avengers, not even by your precious Captain America.”_

His eyes slide shut and he hears a chuckle.

_“Did you think I wouldn’t notice? Very close, you two are. But it doesn’t matter, not one single bit. He isn’t going to save you. No one will.”_

When the symbiote finally takes over and blackness claims him, Phil surprises himself as his last thought is to wonder if, maybe, that just might be true.

* * *

For a moment, no one says anything. None of them seem capable. Peter opens his mouth to speak and, unable to find his voice, closes it. He does this several times and he realizes he must be doing a really great impersonation of a fish, but given the bombshell they’ve just had dropped on them, he figures he gets a pass.

“ _How_?” Peter chokes out at last.

“Your aunt had a house full of superheroes,” Clint points out. “Give her some credit.”

“Yeah, but…”

“She’s known for a long time, Peter,” Steve tells him. “She’s… well, she’s quite the woman. Reminds me of an old friend.”

“Why wouldn’t she have said anything?” Luke wants to know.

Peter meets the other boy’s eyes across the table and it’s clear they’re thinking the same thing: If Aunt May knows about all of them, just what _else_ does she know?

“To protect you,” Steve tells them.

“If someone were to somehow find out that she knew not only Spider-Man’s secret identity, but the identities of Power Man, White Tiger, Iron Fist and Nova? That’d be putting you all in danger,” Clint reasons. “And letting you know that she knew? Neither of you are going to gain anything by you worrying about her worrying about you. It was in everyone’s best interest if she just played dumb.”

“It’s not like anyone would know that she knew, though,” Sam points out.

“You work with S.H.I.E.L.D., do you really want to stand by that statement?” Bruce asks sleepily.

“Well… maybe not,” Luke says.

“Okay, so Agent Coulson’s got a layer of even more secret badass _beneath_ his layer of secret badass which is beneath his layer of boring high school principle,” Peter says, mulling the idea over, “and Aunt May not only knows that we’re a bunch of superheroes, but has been actively participating in S.H.I.E.L.D. activities behind our backs and making us look like a bunch of idiots.”

“In essence, yes,” Steve answers.

“I feel like I don’t know he people I know anymore,” Sam moans, laying his head on the table. “Are there any _other_ secrets that anyone feels like getting off their chests?”

“Luke and Peter are dating,” Ava announces.

 _“Ava, come on!”_ Peter nearly shrieks.

“Since _when_!?” Sam cries.

“We’ve been _trying_ to keep a low profile,” Luke grumbles.

“I would not call that ‘trying’ exactly,” Danny adds.

“Ugh, can this get any worse?” Peter mumbles as his teammates continue to argue, his face turning beet red. He catches Steve shooting him a sympathetic smile, but averts his eyes as he rises from his seat. “I need a walk. Let me know if they find anything.”

“I’m… gonna catch a breather, too,” Luke says, rising and following after Peter as the smaller teen all but flees the room.

Steve looks around the table. “That might be the best thing for everyone. Rest, prepare, do whatever you need to do. Just be ready for the call.”

Clint rises and claps Bruce on the shoulder. “Come on, buddy, you look like you could use some shut eye.”

Bruce doesn’t argue and Steve watches as the archer herds the scientist out of the room and likely towards the nearest available bunk. Danny is quick to lead Sam away, citing that some tea might help him clear his head. Curiously, Ava hangs behind, but Steve can’t say he minds the company.

* * *

“Come on, Pete, hold up, would you?” Luke calls, jogging until he’s caught up with the other boy.

“I feel like my head’s gonna pop,” Peter complains.

They make their way to the nearest empty room and quickly lock themselves inside. They sit side by side on the bench by the wall and Peter presses his face to Luke’s arm with a slow, drawn out sigh. The past twenty-four hours have been… a lot. It’s close to night now, which means they’d captured the Goblin at least a day prior, which means he’s had Coulson for something close to twelve hours. And ticking. Throw on top of that the fact that Cap is dating the guy, Aunt May knows their secret, and now the team knows they’re dating? He feels more exhausted than he should.

“Why did Ava have to open her stupid mouth?” Peter groans.

“Hey, don’t be like that, man,” Luke says gently. “We were planning on telling them soon anyway, right? And to be honest, I think the only one surprised was Sam… but he _is_ Sam.”

Peter snorts. “Yeah. Between Cap coming out with it and Ava making the announcement for us, I thought he’d have a heart attack.”

“Since when is Captain America gay, anyway?” Luke wonders aloud.

Peter looks up at him. “I steadfastly dug chicks until you came along.”

“Mm. Good point,” Luke notes.

“Hey, do you think… do you think Aunt May knows? About us?” Peter asks quietly.

“Based off of what they told us in there, she could say she knew before we did and I wouldn’t be surprised, at this point,” Luke answers.

Peter nods against the other boy’s shoulder. “I don’t know what to do.”

“About what?”

“About any of it.”

“Pete, look at me,” Luke says, shifting until he’s facing the smaller teen. “I know you and I know you’re finding a way to make all of this your fault. We’re going to get Coulson back and then we’re going to go back to your place and you and I can sit down and have a talk with Aunt May and the team. Everything will work out.”

“But I’ve been lying to Aunt May all this time and she knew and the Venom symbiote wouldn’t even exist if it weren’t for me which means Coulson wouldn’t even be in this situation and I need to get Mr. Osborn back for Harry because I _promised_ him, Luke,” Peter says in one breath. He runs a hand through his hair, chest heaving. “I’m responsible.”

“And that’s why you have a _team_ ,” Luke insists, catching Peter’s hands and holding them between his own. “None of this is your fault, even if you feel responsible. We’re all going to handle this together. Come on, I thought the days of you trying to handle everything on your own were history?”

Peter almost smiles at that. “Yeah, I guess… Sorry, it’s just… a lot.”

“You’re telling me,” Luke whistles. “Maybe Dr. Banner isn’t the only one who could use a nap. When’s the last time you slept, anyway?”

The rest of the team had gone home after the capture of the Goblin, but Peter had remained on the Tri-Carrier, telling Aunt May he would be staying over Luke’s house as a cover. All that meant, though, was that he hadn’t slept in over a day. So, alright, maybe he’s a little overtired.

“Before the Goblin,” Peter admits.

“Dumb webhead,” Luke snorts. He looks further into the room, noting a bunk at the far end. “Come on. You’re gonna crash for a bit until we get called on.”

“I’m not gonna even try to argue with that,” Peter answers, letting himself be tugged up and towards the bed.

“Don’t suppose you’d mind a little company?” Luke asks as he lies on the bed first and pats the empty space in front of him. “I’ll let you be the big spoon, if you like.”

Peter snorts at that and rolls his eyes as he tucks himself unto the bunk, back against his partner. “Too tired. You be the big spoon.”

“Can do,” Luke murmurs, wrapping his arms around the smaller teen’s waist and hugging him close.

He closes his eyes and hopes they find where the Goblin’s keeping Coulson soon… but prays Peter gets enough sleep to help him get his head on straight. It’s easy for Luke to see why Peter feels responsible, he just wishes he wouldn’t. It’s not as though he could have prevented any of what’s happening and as for Aunt May… he has a feeling that may be what’s hitting Peter the hardest. They all love Aunt May—really, who doesn’t?—and for Peter, this must feel like he’s abused her trust.

But Luke’s sure, absolutely sure, that there’s nothing to worry about on that front. Aunt May will always worry about Peter’s safety, but if she knows about who he is, then that means she’s _let_ him go out there, again and again. And if that isn’t trust… what is?


	6. Locked Rooms

**Summary for the Chapter:**

> Phil struggles to gain control, not knowing that his friends and colleagues struggle for the same thing.

Phil Coulson stands in the center of a long, deserted corridor. It seems familiar to him in some ways. The walls are painted green with a floral border and the wood floor is lined with a long burgundy rug. It’s the hallway in the second story apartment where he’d spent most of his childhood, he knows, but it’s not as he remembers it. The paint is faded and cracked, the border peeling away from the wall in places where it hasn’t already been torn away. The carpet is frayed and dingy, sending dust into the air whenever he moves, and the smell of mold and decay is strong enough to nearly make him gag. The light bulbs which aren’t extinguished or broken flicker down the length of the hall, casting strange shadows and doing little to illuminate his path.

There are doors lining each side, far more doors than he remembers, and the hall seems to stretch on infinitely in either direction. He begins walking slowly, trying to make sense of where he is. Floorboards creak beneath his feet with each step he takes and as he wanders, he can’t help but shake the feeling that he knows each of these doors, has seen them before, but can’t place where. He hears a door slam, followed by another, interspersed with the patter of feet.

Phil freezes, already on high alert. His body is tense with anticipation as he reaches for a weapon he doesn’t have. The door just behind and to his left suddenly swing open and he turns on a dime, pulling back his arm for a punch in one, smooth motion. But he stops. His pursuer is not the height he had anticipated.

A little boy stands in the doorway, staring up at him with his own blue-grey eyes. The child doesn’t seem afraid, but meets his gaze from beneath a mop of brown hair with a sense of urgency. It’s surreal, staring at himself as a child—he would be, what, eight? Ten at the most? Young enough that he would have still gone by “PJ” in any case—but even more so when the child holds a hand out to him.

“Come on, we gotta go!” his younger self whispers hurriedly.

“Go where?” he asks quietly.

“It’s coming,” PJ says. The child grabs his hand for emphasis, eyes wide and fearful. “We can’t let it find you. You gotta come with me before It gets here.”

Both of their heads whip around as they hear a door slam far down the corridor. There is the sound of something being dragged and a series of quiet, rapid clicks. Another door slams. And another. And another. It’s getting closer. PJ tugs on his hand, trying to drag him through the open doorway.

“Please, please, we have to go, you have to come with me,” the child pleads.

Phil nods and allows himself be pulled into the room. PJ closes the door behind them and pushes at Phil’s legs insistently.

“Come on! Lock it!” the boy shouts.

“I don’t have a key,” Phil replies, hearing the slammed doors getting closer.

“It doesn’t matter, you can still lock it,” PJ says quickly. “Just touch the door and think of it like it’s locked and it’ll be that way.”

Phil doesn’t bother with hesitation, just reaches out and lays a hand flat on the door as instructed. He’s surprised to hear a click, as though a key’s been turned. He hears a sigh of relief from the boy at his side and as he turns, he realizes he’s in his room. Unlike the hallway, his childhood bedroom remains untouched even down to his brother’s unmade bed and Phil’s own Captain America posters plastered on the wall over his. He shakes his head in disbelief at the sight of a stuffed bear sitting propped against the pillows and picks it up, tracing the white star that his mother had sewn into its chest.

“We have to keep moving,” PJ says, tugging on his sleeve. “It’s not safe to stay put.”

“Where are we going exactly?” Phil asks.

PJ opens the room’s closet door and leads him through. Phil is surprised to see he’s emerged from the basement door of his high school sweetheart’s home. At PJ’s insistence, he does the same with the basement door as he’d done with the one in his bedroom; a simple touch and the lock clicks.

“You have to lock all the doors. You have to keep It out,” PJ says as they walk through the empty home. It’s still and silent, like a doll house, the only noises those being made by the two of them. “You know where you are, don’t you?”

“A very strange representation of my mind,” Phil ventures a guess as he’s lead through the front door.

Instead of finding himself on the front step, however, he’s stepping onto a train. It’s the Orange Line on The T, he knows. The display on the ceiling tells him he’s at the Sullivan Square stop in Charlestown. He’d ridden this line so often in his youth and now realizes, since he’d moved to New York, that it has to have been at least five years since he’s been back.

The door closes behind them and Phil touches it without needing prompting. There’s a chime in response and PJ takes a seat, holding onto the bar beside him as his feet dangle a few inches above the floor. Phil takes a seat beside him. He folds his hands in his lap and studies the boy sitting beside him. PJ sits very still, staring straight ahead of him and not kicking his legs or fidgeting as children of that age are wont to do. There are band-aids on his left knee and elbow, one over the bridge of his nose and bruises in various stages of healing along his shins.

He really had been an accident prone kid, Phil reflects. This would have been about the age he’d decided he’d had enough with bullies and letting them get away with harassing other kids. Not that it had always worked out for him, but he never once regretted standing up for himself or for someone else. But had he always been such a serious child? Or is it simply his adult temperament reflected back onto this mental representation?

“You said you didn’t have a key, but this is _your_ mind,” PJ tells him. “You _are_ the key.”

“And I need to lock these doors because it will keep my memories safe,” Phil concludes.

“It’ll help,” PJ admits. He frowns deeply and Phil considers how strange that looks on his younger self’s face. “You’re good. And you’re strong. And you can fight It for a long time, I think… but I don’t know if you can stop It.”

“There are things I can’t allow It to get to,” Phil says. “Important things.”

“Important people.”

“Yes. Which is why failure isn’t an option,” Phil answers.

PJ looks worried by that as he bites on his bottom lip and wrings his hands. “It’s already got some important things.”

Phil feels a shiver travel down his spine. “What important things, PJ?”

“I’m not sure,” PJ answers. “It had you under for a long time. I’m just a part of you, so anything I’m telling you now is just something you’ve figured out for yourself, delivered in a way that’s more comfortable for you. Anything you dunno, I dunno. The two of us sitting here, all this stuff around us… it’s just a projection.”

“Alright,” Phil sighs, looking down at his hands in his lap. “Then I need to do everything I can to keep It out of the places I need to protect the most. I need to distract it, keep it running in the wrong direction so It doesn’t find the things I need to keep safe.”

PJ nods in agreement just as the door chimes and hops out of his seat, beckoning for Phil to follow. The agent does so, stepping out of the doors. They’re in the old convenience store around the corner from his childhood home. The door closes behind them, the bell jingling to announce the arrival of customers to an empty store. Phil touches the door, hears the click and moves on.

They take off at a run, exiting through the door in the back. They run through door after door, visiting memory after memory, locking doors behind them all the while. He tries to leave a trail as far away from his vital memories as possible, but he knows that the symbiote can break some of his locks. Not all of them, but some of them. As time wears on and he wears down, he knows that it will become easier for the symbiote to break those locks, but for now he’s doing everything he can while he has the strength to do it. They must have gone through hundreds of doors before Phil begins to feel any differently. He pauses for a breather in the bathroom of a diner in Puente Antiguo.

“It’s stressful, guarding your mind,” PJ tells him. “It’s wearing you out.”

“It’s fine,” Phil says, waving him off. “We can keep going.”

“I dunno know if we can,” PJ says.

“Why not?” Phil asks, straightening up.

“Because you’ve been so focused on keeping your mind safe that it’s been allowed to go crazy with your body,” PJ answers, tugging on the hem of his shirt with both hands. “You gotta learn to even it out if you wanna keep it from winning as long as possible.”

“You say that like it’s going to win, regardless,” Phil says.

PJ bites on his lower lip, the gap from his missing tooth displayed more prominently due to the action. Phil knows without asking, mostly because he knows that’s how he’d looked as a boy when he hadn’t wanted to tell the truth about something. The symbiote will win eventually. It’s impossible to hold out forever. He supposes there’s just some part of him that believes he can hold out long enough for someone to stop him—whether that means being rescued or being stopped permanently, he’s not quite sure.

Rescue. They’d tried to help him. Parker and his team. Steve and Clint. And he’d attacked them. He’s going to attack them again, he knows, which is why it’s absolutely vital that he get some sort of foothold in all of this. Because the consequences of being unable to do so are unacceptable. The more he thinks, the more he remembers, the clearer the memories become. He hadn’t been in control, no, but he’d witnessed it all.

And Steve.

‘Hesitant’ is not a word he would ascribe to the super soldier. And yet Steve had hesitated. For him. _Because_ of him. Steve had hesitated, Phil knows, because he was afraid of hurting him. They had all held back, but Steve more-so because Steve had more to lose in this, didn’t he? The look in his eyes, the sound of his voice when he’d screamed for the Hulk to stop—

“Stop!”

PJ’s voice cuts through his musings. He starts when he looks up and finds that they’re no longer in that restroom, but rather, back in the storage facility where the incident he’d just been thinking of had occurred.

“Stop thinking about it, It’ll know where we are!” PJ pleads, eyes wide and frightened once more.

Phil hears a sudden shrieking, a loud piercing noise like metal scraping. He grabs PJ’s hand and they dash to the door at the far wall. Just as they pull the door open, the door at the other end of the facility is blown in.

He hears a shrill, angry cry.

He sees a flash of teeth in the darkness.

Panic is coming.

* * *

Ava Ayala is an interesting young woman; intelligent, considerate and a brilliant addition to the team Fury had gathered. Phil’s praise for Ava has never been short, Steve remembers as they take a walk through the halls of the Tri-Carrier. He wills himself not to be tense, not to let on how worried this whole thing has him, but he has a feeling the young woman can sense it off of him regardless.

“Must be hard,” Ava says suddenly.

Steve hums curiously.

“Dating someone who isn’t a superhero,” she clarifies.

He smiles at that. “Not all heroes are super.”

“Okay, point taken,” Ava says.

“Sometimes it _is_ hard,” Steve says after a moment. “You’re right about that. It’s hard right now, being unable to help him. It’s hard trying to leave my personal feelings out of the matter when I know he’s in pain and being used like this.”

“It’s not easy for any of us to remain neutral,” Ava admits with a frown. “I guess it’s probably even harder for you.”

Steve takes a deep breath.

“That’s the unfortunate part of leading this life. I have no doubt that it’s something Peter and Luke struggle with and if you should ever find a partner yourself, it’s something you’ll have to face, too,” Steve explains. “Relationships require a great deal of trust. In a situation like this, I trust Phil to do everything he can to fight back and I know he trusts me to do everything I can to _get_ him back. I’m putting a lot of faith in you kids because I know what you’re capable of when you work together and because Phil’s put his faith in you, too.”

“He has?” Ava inquires.

“Of course,” Steve answers. “I get the rundown of what’s going on with all of you every week.”

“So you really think he trusts us with something like this?” Ava asks, rounding a corner. “We’re basically dealing with his life, here.”

“You deal with people’s lives on a daily basis. His is no different,” Steve tells her.

Ava watches the super soldier carefully. He can say that Phil’s life is no different than anyone else’s, but that’s hardly the truth of the matter, is it? When it comes straight down to it, the agent is always going to be his top priority. No matter how unbiased he hopes to remain, she can see in the hard set of his eyes that complete neutrality isn’t going to be possible.

A question prods at her mind, one she wants to ask but isn’t so sure she wants answered. Ava toys with the thought for a time, as she and Steve walk silently side-by-side through the corridors. The captain is clearly lost in his own thoughts as well and she wonders if it’s something she should just keep to herself. In the end, though, she has to know.

“What if we can’t get Agent Coulson back?” Ava asks.

“I’d prefer not to consider that possibility until we have to,” Steve says firmly. “We’ll get him back.”

“But how do we do it without hurting him?” she presses.

“At this point, I’m not so sure that we can,” Steve admits. “Phil is difficult enough to handle on his own, but with what the symbiote’s done to him, engaging offensively without harming him is nearly impossible. Electricity seems to have some effect, so Hawkeye and I have discussed using arrows with electro-shock heads to stun him enough to at least get him back to the Tri-Carrier.”

“We could call Thor,” Ava suggests.

“I said stun him, not fry him,” Steve answers.

“Oh. Yeah. Thor can be pretty…” Ava says trailing off. “…enthusiastic.”

“I think that’s a good word for it,” Steve agrees. “In any case, the longer that thing has control over him, the fewer our options. So we have to get a location on him as soon as possible and we have to be ready… which means you have to be prepared to stop holding back, if I ask you to.”

Ava doesn’t answer. She mulls the idea over. If Captain America asks her not to hold back against Agent Coulson, is she willing to follow that order? From what they’ve learned today, she knows there’s far more to the seemingly bland, and often grumpy agent who’d been tasked as their minder. She’s always respected him enough to listen to his advice and follow his orders—well, usually—and knows that as an agent, he’s fully capable of handling himself.

But this situation is different. No matter how competent he is, no matter how impressive his skill set, he’s still Acting Principal Phil Coulson in her mind and she just can’t make herself comfortable with the idea of hurting him in any way. Not that she thinks he would blame any of them. In fact, she’s entirely certain he’d rather they hurt him quite terribly if it means stopping the symbiote from endangering anyone else’s lives. That doesn’t mean she has to be okay with the very real possibility of it coming to that.

“I think I’ll go check on Luke and Peter,” she announces. “See how they’re doing.”

“I think that’s a good idea,” Steve agrees. “I have some things to discuss with Director Fury anyway and I’d like to speak to Clint about what our plan from here on out is. Make sure you get a bit of a rest yourself.”

Ava agrees, but as they part ways, she’s certain that finding rest at a time like this isn’t going to be easy.

* * *

“Clint, you don’t have to stay,” Bruce murmurs.

He makes himself comfortable in the bunk that the archer had lead him to, thankful that no one else seems to be around and that Clint had the presence of mind to lock the door behind them. Clint shrugs from where he’s seated, twirling an arrow between his fingers.

“I don’t have anywhere I need to be,” Clint tells him, his knee bouncing

“You’re worried,” Bruce says, lying on his stomach.

“So’re you,” Clint points out.

“Mm. I’m worried we may have hurt him,” Bruce says. “The Other Guy gave him a good squeeze, but the funny thing is that there was resistance. I don’t know what this thing is, but it was pushing back. So I’m hoping the damage wasn’t too… extensive.”

Clint merely nods, watching the scientist continue the futile struggle to keep his eyes open. He knows Bruce is feeling guilty and he can’t blame him. They’d all heard bones breaking, so at the very least they know Phil hadn’t walked away from the encounter without a scratch but Bruce hardly needs to be carrying that around with him. Rising from his own bunk, Clint crosses the space between them and sits on the edge of Bruce’s. The scientist’s eyes flutter open briefly, but drift shut once again as Clint settles.

“It wasn’t your fault,” Clint reminds him. “Steve said—“

“Steve didn’t want to talk about it,” Bruce interrupts.

“Come on, he doesn’t blame you,” Clint says.

“Maybe not directly,” Bruce answers.

“Hey, no. Not directly _or_ indirectly, okay?” Clint reprimands him. “It was a mistake and nobody blames you. So stop blaming yourself because you know Phil’s gonna be pissed if he finds out you have been.”

Bruce buries his face in his pillow and snorts. He pauses, just long enough to let Clint believe he’s fallen asleep, before he turns the tables on the other man.

“How’re you?” Bruce mumbles.

“Good, thanks, and you?”

“Clint.”

The archer shifts in his seat in some agitation before he rises and takes to pacing restlessly. Bruce keeps his eyes closed—not that he has the energy to open them—but he can hear the other man’s footsteps rapidly approaching and retreating time and again.

“I don’t know what you want me to say, Bruce. We’re sitting here doing nothing because there’s nothing we _can_ do right now. I think I’d feel better if I were out combing the city for him myself, but that wouldn’t really get us anywhere, would it? I’m angry. I’m fucking worried as hell. I want to do something.”

“And?”

“And _what_?”

“There’s something else that’s bothering you,” Bruce deduces easily.

“Nothing aside from the obvious,” Clint answers. He presses the heels of his palms to his eyes and resists the urge to climb the walls. “I mean… _fuck_.”

“I’d tell you not to worry, but I think we can both agree that it would be stupid advice,” Bruce tells him. “And hypocritical.”

He makes a sleepy humming noise and Clint watches him give one, last attempt to pry his eyes open. It’s with limited success of course and, shaking his head, Clint leans down and places his hand on the back of the scientist’s curly head. He shoves Bruce’s face further into the pillow before pulling his hand away, earning him a sleepy chuckle.

“Hey, I know what you’re doing. Go to sleep already, would ya?” Clint says.

Bruce only makes a groggy noise of agreement and once Clint stops talking, he finds he doesn’t have to wait long until the other man drops off. The only problem with that is that he’s now alone with his thoughts and he’s not quite certain that’s something he wants. Thankfully, he doesn’t have to sit in silence for long, because not ten minutes after Bruce has fallen asleep, the door beeps and slides open with a soft _whoosh_ of air to reveal Steve on the other side, looking every bit as tense as he feels.

The super soldier enters the room quietly and makes sure to lock the door behind him. He nods to Clint in greeting before taking a seat beside him on the bunk opposite Bruce’s.

“How long has he been asleep?” Steve asks quietly, mindful of the sleeping scientist.

“Not long. Maybe ten minutes before you got here,” Clint answers. He glances sidelong at Steve. “He thinks you blame him.”

Clint expects an immediate response from Steve, one expressing obvious incredulity at Bruce’s erroneous assumption. But he doesn’t. Instead, Steve sits in silence and stares at his hands, clasped too tightly between his knees. So Clint stares, not quite sure how to name whatever emotion is bubbling up in response to Steve’s silence. Steve catches him staring after a moment or two and apparently whatever Clint’s feeling, he wears it on his face because he sees the super soldier’s shoulders droop considerably.

“No, no, of course I don’t blame Bruce,” Steve assures him, shaking his head. “That wasn’t his fault. I just wish I’d been able to prevent it, that’s all.”

“You couldn’t have prevented it. None of us knew it was coming,” Clint tells him, relaxing at the answer he’d gotten. “The question is: where do we go from here?”

“Well, we need to get a sample of the symbiote for Bruce and Peter to work with,” Steve says. “As far as getting Phil back… doing so without harming him is no longer an option. From my understanding, the longer this thing has to bond with him, the stronger it’ll be. We were struggling during the last encounter, which means we can’t afford to hold back this time.”

“We’re still gonna try the electro-shock tipped arrows, then,” Clint says for clarification.

“Yeah. I know you don’t like it. I don’t like it either, but I figure this is probably our best bet to get him stunned enough to transport back to the Tri-Carrier with the least possible injury,” Steve says, running a hand through his hair. “We can do this, we just have to be smart about it.”

“By which you mean not to let our emotions get in the way,” Clint says. “Do you really think that’s possible, Steve? It’s Phil. And us. And the kids and Fury and Bruce. There’s no option to remain uncompromised here. You have to know that.”

Clint is surprised when Steve looks angry that he’s pointed that out. It’s easy to forget sometimes, under all that politeness and caring and leadership, Steve is a pretty angry guy.

“Of course I know that,” Steve hisses, blue eyes alight with something that might be anger or might be sorrow or just might be something in-between that neither of them have a name for. “But we have to try. The more we allow ourselves to be swayed by our personal feelings, the more danger that puts others in, not to mention Phil. If we give in to our emotions, then we lose. And I will _not_ lose him, Clint, do you understand me?”

“What, you think I don’t want him back just as much as you do?” Clint counters, feeling his temper flare. “You’re not the only one who cares here, Steve, so stop acting like it. You want us to keep a level head? Then I suggest removing yours from your ass, _Captain_. Lead by fucking example, why don’t you?”

“I’m not suggesting I care for him any more than you or anyone else does!” Steve fumes, rising from his seat and holding his arms out at his sides. Clint follows. “But we can’t go your way and just accept the fact that we’re emotionally compromised by this mission!”

“We can’t _deny_ it either!”

“Can you two be a little quieter please?” Bruce mumbles, lifting his head to gaze at them blearily. “And knock it off. You’re not doing anyone any good.”

The two men watch as Bruce rolls on his side, his back facing them, and snuffles quietly before returning to sleep. Steve and Clint stand in awkward silence, knowing the scientist is right. Clint clears his throat.

“Sorry. I think we’re all just a little high strung right now,” he says.

Steve nods slowly, staring at the floor.

“Sorry.”

Clint scratches the back of his neck. “Listen, I didn’t mean… Look. I know this is different for you than it is for us. All I’m asking is that you don’t shut us out or forget that he means something to the rest of us, too.”

“I know he does and I shouldn’t have snapped at you,” Steve responds, taking a deep breath. “I’m sorry. I shouldn’t be taking my anger out on you.”

“You’re right. You shouldn’t,” Clint answers, taking a seat again. “You should be saving it for the Goblin. So let’s go over what our plans are for when we see him again.”

Steve nods and reclaims his seat as they delve into their plans. But as they talk, Steve can’t help but let his thoughts wander to the reason they’d blown up at each other in the first place. This situation requires a certain level of neutrality to work. Given that they’re already feeling the heat, is there any chance that they can achieve that state? With that thought in mind, a far more painful question arises. He squashes it down, not sure he wants to know the answer, and focuses entirely on their plan of attack.

Because they can’t afford to fail. So they won’t.


	7. MAYDAY, MAYDAY, MAYDAY

**Summary for the Chapter:**

> The Goblin switches gears and some new players are introduced to the game.

Phil can count every person he’s killed from the first up to the last with relative ease. Perhaps there are some men who can forget those sorts of things, but he isn’t one of them, nor does he wish to be. Once you start forgetting, once you can’t remember if it was your fifth kill or your twenty-fifth, you’ve crossed a line that there’s little hope of stepping back from.

He remembers all of them; there aren’t always names and sometimes there aren’t even faces, but he remembers them. He remembers the first time he’d taken a life as a soldier. He remembers the first time he’d taken a life as an agent of S.H.I.E.L.D. They’re two distinctly different things. The army had prepared him to kill and he’d done his duty, but always from a distance. Always with weapons that didn’t require him to see his enemy as anything more than a target.

He’d been young when S.H.I.E.L.D. had recruited him. Very young, not even half-way through his twenties. But when someone like Peggy Carter singles you out for recruitment, you don’t really say ‘no,’ do you?

It had been a rather routine mission. Information gathering. Peggy had been posted nearby, guiding him over the comms when needed. That guard shouldn’t have been there. There shouldn’t have been _anyone_ there. So when the guard started questioning him in Russian first, before switching to broken English, Phil knew he couldn’t panic. Panic gets people killed. But when his smooth talk hadn’t worked and the guard had lunged at him, he’d let instinct take over and reached for the Bowie knife strapped to his thigh. The motions had been the same as they’d been in his combat training, but it was different. It was different than shooting someone. It was different when he’d shoved that blade up between the top of the guard’s chest plate and the bottom of the mask, driving it home until he’d seen the man’s eyes bulge behind his visor as his hands had gripped Phil’s wrist tightly, making every effort to keep the blade from going in further.

Phil had heard a wet gurgling, and the sound of his own too-loud breathing and Peggy’s voice on the comms telling him to move, move now, move fast. He’d pulled the knife and the body had dropped, limp and twitching. There’d been blood everywhere: on him, on the floor, on the knife, everything. In that moment, he’d been overcome by a sick fascination and before he knew what he was doing, he’d knelt in the blood pooling on the ground beside the guard’s head and started prying the helmet off.

It had taken longer than it should’ve; his hands had been slick and he’d kept losing his grip, but it came off in the end. The face that had stared up at him was young. The guard couldn’t have been much older than he’d been at the time. They could’ve been the same age, even.

Frozen to the spot, he’d sat and watched the young man choke to death on his own blood. And even though he’d been the cause of it, there had risen in him a need to comfort, to console. The fear in the young man’s eyes had moved Phil to fumble for his hand, to squeeze in reassurance or apology or… something. There had been a weak squeeze back before Phil had watched his eyes grow glassy and fog over.

Somehow or other he’d made it to the extraction point. Peggy hadn’t been happy; she’d made that very clear as she’d berated him while they’d awaited their fellow agents, but there’d been blood on his hands. He couldn’t get it off. He’d tried wiping it on the front of his jacket, but there’d been blood there, too. It’s hadn’t come off. It wouldn’t go away. He’d kept wiping, wiping, wiping until Peggy had grabbed his wrists in her hands, stilling him. He’d shaken in her grip, from the cold or from something else.

**It was him or you.**

Phil had known that, of course. He’d nodded. He’d tried to follow her instructions to breathe. It was necessity. Phil had chosen his side, just as that guard had chosen his. He’d killed before and he’d kill again, because it’s required of him. Because to keep people safe, to keep order, he has to be willing to do so.

Phil has never thought of himself as a murderer, but that first time… it gives him pause, even twenty years later. This is what’s fresh in his mind as he comes to. Maybe it’s just tactile memory that brings it to the surface, because he can feel the familiar sticky, wet sensation of blood on his body. The air is heavy with the thick, copper smell of it, cloying enough to make him gag. Immediately, he knows it’s not his. He’s in an immeasurable amount of pain, but somehow, he knows the blood doesn’t belong to him.

“I must say, you manage impress me more every time,” the Goblin says from somewhere above him.

Phil groans and tries to rise, but his body doesn’t feel like cooperating. He’s spent, limbs shaking with the effort of raising himself so much as an inch off the ground. He collapses back down, sprawled as the symbiote had left him before it had retreated. Though his vision moves between varying stages of clarity, he can see enough to know they’re in a secure S.H.I.E.L.D. containment facility. As far as he can see there is nothing but death: blood, flesh and bone; bodies strewn about like rag dolls; dead, lifeless eyes staring at him in accusation.

He’d done this. It’s not even a question of murder, this is _slaughter_ and he’s responsible. If he’d just been stronger, if he’d had more control—

“You were most helpful in supplying the security codes needed to gain access to this facility,” the Goblin hums. “Aside from getting precisely what I was looking for, this has provided me with an excellent opportunity to assess how far along your integration has progressed.”

Phil shivers at the words, still trying to raise himself to a position that isn’t so vulnerable or humiliating as lying on his belly with that creature hanging over his exposed back.

“Perhaps you’ve noticed that your periods of consciousness are growing fewer and farther between,” the Goblin says. “The process is very nearly complete. I should think another day at most and any trace of you will have been eliminated.”

 _‘Not if I have anything to say about it,’_ Phil thinks to himself.

He makes it to his hands and knees before a powerful kick knocks the wind from his lungs and flips him on his back. There isn’t even a chance for him to catch his breath before his captor places a foot on his chest. The creature gradually increases the pressure until Phil not only can’t breathe, but so he’s sure his ribcage is about to be crushed at any second. Spots begin to consume his vision as he squirms ineffectually beneath the creature that had once been Norman Osborn.

“Stay,” the Goblin says mockingly, knowing full well that Phil lacks the ability to move. “ _Good boy_.”

At last the Goblin steps off of him, granting him some relief as he desperately sucks in a great lungful of air. He curls in on himself, choking and gasping, his entire focus on returning his breathing to normal. He’s still gasping as he’s scooped up and tossed like a sack of potatoes onto the Goblin’s glider. His body is limp and unresponsive despite his efforts to will himself to move, move now, move fast. It’s not going to happen and he can’t help but hate himself for it.

“Now it’s time for us both to move on to bigger and better things,” the Goblin says. “Although I don’t typically care to let my pets out of sight, this particular outing requires us to attack from separate points.”

Phil takes care not to react when a clawed hand lifts his head by his chin. He keeps his gaze as firm as he can manage as his captor grins cruelly back at him with a mouth full of wicked teeth.

“But you’ve been such a _loyal_ pet, I think we should do just fine,” the Goblin says. “And as a reward for your loyalty, I’m even allowing you to visit an old friend of yours.”

Phil jerks when he feels a sharp pinch to the back of his neck. He doesn’t have to guess at what it was as his head feels like it’s gradually being filled with fluff and keeping his eyes open becomes a struggle. Panic eats away at him as he steadily loses his grip on consciousness; what kind of information had the symbiote given the Goblin? And even more worrisome, who is the old friend he’s about to put in danger? As he’s dragged under once again, he can only hope he’s strong enough to prevent the symbiote from taking anything else.

* * *

Pepper Potts is not wont to fall prey to loneliness, but she’d forgotten how empty the Tower can feel with everyone gone. Tony and Natasha have been in Canada for the past several days investigating a lead on some Chitauri technology with the help of Agent Sitwell. Thor was back on Asgard. Steve and Clint had been called in by Director Fury for some sort of assignment a day or two ago—which they were incredibly secretive about—and Bruce had followed a few hours after.

It’s not that JARVIS isn’t good company, but rather that after living in the company of superheroes for so long there’s something of a vacuum left in their absence. She’d tried calling Phil a handful of times, but he hadn’t answered his cell or returned any of her calls, which leads her to believe that it’s nothing less than the typical S.H.I.E.L.D. security clearance dance, meaning she’s not likely to see or hear from them for several days.

Not that she isn’t used to it by now.

Granted… she’s _used to it by now_. So the fact that Clint hasn’t slapped a sticky note on the communal fridge for her (at the bottom of which he doodles an arrow in lieu of a signature), Phil hasn’t so much as texted her (not even a “CTN” for “can’t talk now” or a “WCL” for “will call later”), and the fact that Steve had nearly broken his phone in half when he’d taken the call from Fury the other day all lead her to believe that something’s gone wrong. Really wrong. The fact that Bruce had left “just to check on them” and hadn’t returned left her feeling uneasy.

“JARVIS, any luck in getting ahold of Fury?” Pepper asks.

“ _I’m sorry, Miss Potts, but Director Fury is still refusing to accept any of your calls_ ,” JARVIS responds. “ _Shall I try again?”_

“No, that’s alright,” Pepper sighs, sinking into the sofa. “He’s not exactly the type to give in for repetition.”

So instead, she sits back, places a call for dinner for one and tries to focus on enjoying a little alone time after a long day instead of her worries. But after five minutes of flicking aimlessly through the television stations, she begins eyeing her phone. It’s ridiculous and she shouldn’t even think to do it… but she does. Because it’s just a quick phone call and if he doesn’t pick up, she can always say she tried, right? Right.

Putting the remote aside, she picks up her cell and begins punching in numbers until a familiar contact is displayed on her screen. She bites her bottom lip while it rings.

 _“Not the phone call I was expecting, but I’ll bite,”_ Jasper says by way of a hello.

“Jasper. Hi. It’s Pepper,” she says unnecessarily.

 _“Really? I would have never guessed,”_ Jasper responds, his tone amused. _“Stark’s fine, no need to worry. Picked up a few ‘goodies’ during our little vacation and we should be—“_

“Actually, I wasn’t calling about Tony,” Pepper blurts.

There’s a pause on the other line before Jasper asks, _“Everything alright?”_

“I was hoping you might be able to help me find out,” Pepper answers. “It might be nothing. It’s probably nothing.”

 _“That’s okay. We’re wrapped up here and I could use a little distraction from the fact that I’m freezing my ass off while the Quinjet fuels up,”_ Jasper answers.

“You can’t tell Tony I called,” Pepper says.

 _“I think you underestimate how much joy I get out of keeping secrets from him,”_ Jasper tells her. _“Now, tell me what’s up.”_

“Around two days ago, Steve got a call from Director Fury. I don’t know what it was about or what was said, but he was furious to the point where I thought he might crush the phone in his hand,” Pepper explains. “He and Clint had a private word and then they left. Not even a word as to where they were going. Then last night Bruce decided to go out after them. I haven’t heard from any of them since. I tried getting in contact with Phil, but all of his phones are shut off and Fury isn’t accepting any of my calls.”

She pauses letting Jasper digest all of that before she continues.

“I understand I’m being more than a little paranoid here. But they’ve all gone completely off the grid and something feels… off. It’s not like any of them haven’t gone off without a word for days or weeks on end before, but this feels wrong,” Pepper concludes.

 _“And you want me to contact Director Fury in your stead because you think he’s more likely to take my call,”_ Jasper deduces.

“Yes,” Pepper says without hesitation. “I know it’s ridiculous, but I really—“

 _“It’s not ridiculous,”_ Jasper says, cutting her off. There’s nothing in his tone that says he’s indulging her, nothing to suggest he’s being anything but honest with her, and she finds herself feeling grateful for even that much. _“It could be nothing. Or it could be something. Either way, we’ll find out.”_

“Thank you, Jasper,” Pepper says with a long, slow sigh. She places her free hand on her forehead, pushing her hair away from her eyes. “I really appreciate it.”

_“Like I said, it’s no big deal. I have to notify the Director when we’re moving out anyway, so I can stand to do a little finessing for you.”_

“When the three of you get back, I’ll be sure to—“

She doesn’t get to finish. In the span of a heartbeat there’s a tremendous crash, muffled by distance, followed by the wailing of the Tower’s security alarms.

 _“What was that?”_ Jasper demands over the line.

 _“Miss Potts,”_ JARVIS interrupts, the barest hint of urgency in his tone. _“We have had a break-in to one of Mr. Stark’s labs. An explosion has taken out a rather significant portion of the wall and floor at ground level. I am alerting the authorities and sending a distress signal to S.H.I.E.L.D.; the penthouse level is now under Level 7 lockdown.”_

“Someone’s in the Tower,” Pepper says, hurrying over to inspect the security system. “I can’t make out who it is, it looks like some of the feeds have been knocked out.”

 _“I’m calling Director Fury to send a response team over. Putting you on with Stark in the meantime,”_ Jasper says hurriedly.

Pepper nods, though she knows Jasper can’t see it, and waits as she hears a click over the line.

 _“Talk to me, Pep,”_ Tony’s voice cuts in.

“I can’t get a lock on whoever’s inside,” Pepper says, working anxiously at the computer terminal. She flinches when she hears another series of booms and crashes. “I think they’re getting closer.”

 _“Alright, just hang tight. Stay where you are, you know how the lockdown procedures work, you’ll be safe in the penthouse. Sitwell’s sending a goon squad over to handle it and I’m on my way,”_ Tony assures her. _“Granted, they’ll probably get there a lot quicker than I will. Stupid Canada.”_

“It would figure the one time the tower full of superheroes gets attacked, it’s the time when none of the superheroes are home,” Pepper quips, walking away from the terminal and down the hall.

_“You remember the code to the weapons—“_

“That’s where I’m heading now,” Pepper replies. “Is there an ETA on when S.H.I.E.L.D. will get here?”

She doesn’t want to sound afraid, but let’s face it… she’s afraid. There’s someone currently blowing up walls in the Tower, headed towards her level, and she’s alone. Afraid doesn’t begin to cover it. But fear doesn’t make her defenseless. It doesn’t stop her from taking action because she’s not going to sit around and wait to be rescued.

Just as she’s keying in the code to the padlock, she realizes she hasn’t heard JARVIS in some time. Not only JARVIS, but Tony hasn’t answered her question.

“Tony?” she fishes.

He doesn’t answer. She’s about to try again when, suddenly, the lights go dark. It’s too still and too quiet and as she listens for signs of the intruder, pulling the nearest weapon from the unlocked chest, she knows things have just gone from bad to worse.

* * *

To say that May Parker is worried is something of a loaded statement. Peter hasn’t been home in a few days, under the excuse that he’s sleeping over Luke’s for the long weekend, but she knows they’re all really out playing hero. So she worries for him, as she always does, while at the same time harboring that trust that her nephew can take care of himself and that he has the likes of Phil and Nick and assorted superheroes and S.H.I.E.L.D. personnel watching his back.

It’s the lack of communication that’s worrying her this time. Apart from a message on the answering machine from Peter, informing her of his plans to be gone for the weekend, she hasn’t heard anything. From anyone.

So she’d gone grocery shopping for a few items, hoping to take her mind off it. Peter has a tendency to eat like it’s going out of style whenever he returns from an assignment, so she figures making sure the kitchen is well stocked is a good excuse to get out of the house. It works for the most part, although she notices that she has a tendency to buy food as though Luke, Ava, Danny and Sam are still living with them. It had been nice, having a full house, and on more than one day she’s found herself sorely missing it. But they come by often enough, so she knows the food won’t go to waste.

Still, as she shifts her bags to one arm to unlock the door, she wonders what sort of mission they’ve got Peter on that he hasn’t been home for days. She reaches for the light switch and with the entryway illuminated, she drops her bags with a startled gasp.

There is blood on her floor.

She hovers in the doorway, unsure of how to proceed, before making up her mind and stepping inside. She leaves the door open, just in case, as she slowly creeps forward. As she does, she realizes that the blood leaves a trail, as though something hand been dragged down her hallway. She follows it, curious and anxious, as it leads to the kitchen. And to a pair of feet. Which are attached to a body. Which just happens to be—

“Phil!” she cries, dropping to her knees beside him.

He doesn’t respond or give any indication that he’d heard her. May’s hands hover uncertainly over him as she takes in what she’s seeing; he’s covered in blood, with notable tears in his tactical suit, and from what she can see he’d apparently dragged himself from the hall in an effort to get here before passing out. Looking from where his hands are still stretched out in front of him, it’s her guess that he was trying to make it to the phone.

Trying to keep a level head, she slips a hand beneath the collar of his suit and feels for a pulse. She gets one but it feels… strange. Add to that the fact that it feels like he’s wearing some sort of metal band and she’s more than a little confused.

“Phil, can you hear me?” May tries again, pressing a hand to his cheek.

He twitches and groans faintly. It’s not much, but it’s something.

“I’m calling Nick,” she tells him, retrieving her cell phone from her pocket. “I’m right here, just hang on, okay?”

Another soft groan as he looks like he’s making some sort of effort to come to. She dials the phone and waits, counting the dial tones impatiently. She checks for injuries as she waits, noting that there seems to be more blood than the injuries she finds would produce. It’s with some surprise that she gets through to Nick straight away; usually she has to speak to some sort of communications officer first.

“I need you to send help,” she says without preamble. “I just got home and I found Phil face-down on my kitchen floor. He’s hurt, pretty badly.”

_“May, step away from him and get out of the house.”_

May frowns at Fury’s response. “What are you saying? I can’t just leave him—“

_“It’s not safe. Get away from him **now**!”_

Whatever protest she’d had prepared dies in her throat as she feels something squeeze her wrist. Something cold. Something slimy. She can hear Nick Fury shouting at her over the line as she gradually drags her gaze to her wrist and tries not to scream as she sees the thick, black goo wrapped around it.

“May…”

Phil’s voice catches her attention. His eyes are open now and he squints up at her, breathing harshly. The goo is covering him, too. Or maybe… it’s coming _from_ him? He flinches and squeezes his eyes shut, his shoulders shaking, and the goo’s hold on her wrist loosens enough so that she can pull away.

“… _run_.”


End file.
